HomeMy WebLinkAboutPACKET Town Board 2025-07-22Town Board of Trustees Regular Meeting
Tuesday, July 22, 2025, 7:00 p.m.
Town Hall Board Room, 170 MacGregor Ave, Estes Park
Accessibility Statement
The Town of Estes Park is committed to providing equitable access to our services.
Contact us if you need any assistance accessing material at 970-577-4777 or
townclerk@estes.org.
Meeting Participation
This meeting will be streamed live & available on the Town YouTube page. Click on the
following links for more information on Digital Accessibility, Meeting Translations, &
Public Comment.
The Town Board reserves the right to consider other appropriate items not available at
the time the agenda was prepared.
Agenda
Pledge of Allegiance
Proclamation – Estes Park Recycles Day
Agenda Approval
Public Comment
Town Board Comments/Liaison Reports
Town Administrator Report
• Policy Governance Monitoring Report – Policies 3.3, 3.12, & 3.13
Board Policy 2.3 designates specific reporting requirements for the Town
Administrator to provide information on policy compliance to the Board. The
above policies are reported each July.
Consent Agenda
1. Expenditure Approval Lists – Bills
2. Town Board Meeting & Study Session Minutes dated July 8, 2025
3. Estes Park Planning Commission Appointment of Julie Phares to complete the
term of Jeff Robbins expiring March 31, 2026
4. Estes Park Board of Adjustment Appointment of Colin Godsey for a three-year
term expiring March 31, 2028
5. Resolution 29-25 Amendment to an Agreement with AE2S LLC to add General
Services for the Spruce Knob and Carriage Hills Water Systems Improvement
Project $219,930 - Budgeted
6. Resolution 75-25 Intergovernmental Agreement with Colorado Department of
Transportation for Fiscal Year 2020 State of Colorado Senate Bill 267 Grant
Funding to Redesign the Visitor Center Parking Lot (CDOT PO #491003941)
$136,845 - Budgeted
7. Acceptance of Town Administrator Policy Governance Monitoring Report
Reports & Discussion Items (Outside Entities)
1. Base Funding Report: Via Mobility Services
Action Items
1. Ordinance 14-25 Acting by and through its Water Activity Enterprise,
Authorizing the Execution and Delivery of a First Amendment to
Construction Loan Agreement and Note, Series 2022A and other
Documents Related thereto in Connection with Rebuilding and Improving
the Water Distribution System of the Former Prospect Mountain Water
Company; and Declaring an Emergency
Description: Requesting a maturity extension for CoBank Loan Series 2022A, as
USDA loan proceeds intended to refinance Prospect Mountain System Project
are not yet available.
2. Resolution 76-25 Sunsetting the Transportation Advisory Board
Description: Consideration of a resolution to sunset the Transportation Advisory
Board.
Request to Enter Executive Session
To discuss purchase, acquisition, lease, transfer or sale of any real, personal, or
other property interest - Section 24-6-402(4)(a), C.R.S., and for a conference
with an attorney for the Board for the purposes of receiving legal advice on
specific legal questions - Section 24-6-402(4)(b), C.R.S., - Potential Locations
and Real Property Transaction Alternatives for Relocation of the Police
Department.
Adjourn
The Town of Estes Park is committed to providing equitable access to our services. Contact us
if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org.
Memo
To: Honorable Mayor Hall & Board of Trustees
From: Town Administrator Machalek
Date: July 22, 2025
Subject: Policy Governance Monitoring Report – Policies 3.3, 3.12, and 3.13
Type: Other: Policy
Board Policy 2.3 designates specific reporting requirements for the Town Administrator
to provide information on policy compliance to the Board. In July of each year the Town
Administrator is required to report on Policies 3.3 (Financial Planning and Budgeting),
3.12 (Internal Operating Procedures), and 3.13 (Town Organizational Plan).
Policy 3.3 states:
“With respect for strategic planning for projects, services, and activities with a
fiscal impact, the Town Administrator may not jeopardize either the operational or
fiscal integrity of Town government.”
Policy 3.12 states:
“With respect to internal operating procedures, the Town Administrator will
ensure that the Town has internal procedures to promote effective and efficient
Town operations.”
Policy 3.13 states:
“With respect to internal organizational structure of the Town, the Town
Administrator will maintain a current organizational plan (organizational chart) of
the Town, in a graphical format through the division level. The Town
Administrator will update the plan annually. The current plan shall be included in
the Annual Comprehensive Financial Report each year and presented to the
Board of Trustees at the first regular meeting following the certification of the
results of each biennial election.”
This report constitutes my assurance that, as reasonable interpreted, these conditions
have not occurred and further, that the data submitted below are accurate as of this
date.
Travis Machalek
Town Administrator
Policy 3.3: With respect for strategic planning for projects, services and activities with a
fiscal impact, the Town Administrator may not jeopardize either the operational or fiscal
integrity of Town government. Accordingly, the Town Administrator shall not allow
budgeting which:
3.3.1: Deviates from statutory requirements.
Interpretation: I interpret this to mean that our budgeting practices and policies
comply with all requirements contained in the Colorado Revised Statutes that are
applicable to statutory towns.
Compliance with the policy will be achieved when: There are no deviations in
our practices or policies from what is required by State Statute.
Evidence:
1. The annual independent audit
2. Annual Comprehensive Financial Report (ACFR)
3. All policies are reviewed for legal compliance by the Town Attorney
4. No State-issued non-compliance notifications to the Town of Estes Park
regarding our budgetary obligations under State Statute.
Report: I report compliance.
3.3.2: Deviates materially from Board-stated priorities in its allocation among
competing budgetary needs.
Interpretation: I interpret this to mean that the annual budget adopted by the
Board of Trustees represents the officially adopted priorities of the Board. This
includes any budget amendments approved by the Town Board throughout the
year and any specific spending authorizations approved by the Town Board. I
interpret “materially deviate” to mean any change in spending priority that results
in a resource diversion away from any Board objective, goal, or outcome that is
substantial enough to hinder the achievement of the objective, goal, or outcome. I
do not interpret minor deviations resulting from changing circumstances,
community demands, and/or unforeseen circumstances outside of the Town’s
control as material deviations.
Compliance with the policy will be achieved when: Budget spending does not
materially deviate from the levels approved in the adopted budget.
Evidence:
1. The 2025 adopted budget was prepared based on the Board’s Strategic
Plan.
2. Any substantial budget changes have been presented to the Board for
review and approval as budget amendments.
3. HTE budget reports for each department are available on request.
Report: I report compliance.
3.3.3: Contains inadequate information to enable credible projection of revenues
and expenses, separation of capital and operational items, cash flow and
subsequent audit trails, and disclosure of planning assumptions.
Interpretation: I interpret this to mean that the Town Administrator’s
recommended budget must be based on credible data and the best available
information concerning the local economy and other factors that may impact the
Town’s revenues and expenses. In addition, the budget is to be structured to
separate capital expenditures from operational costs. All revenue projections will
be based on the professional judgement of the Town’s Finance Director.
Compliance with the policy will be achieved when:
• Operational revenue projections are clear and projected and actual
revenues are within a 10% margin of error, barring any catastrophic
events.
• The budget presented to the Board for adoption is in a format that
separates revenues, expenses, and capital expenditures.
• Critical assumptions used in preparing the budget are clearly articulated to
the Board during budget review sessions.
Evidence:
1. Operational revenue projections for 2025 are currently within a 10%
margin of error.
2. The 2025 adopted budget is presented in a format that separates revenues,
expenditures, and capital.
3. Critical assumptions used in preparing the budget were discussed with the
Board during budget review sessions as well as during budget amendment
discussions.
Report: I report compliance.
3.3.4: Plans the expenditure in any fiscal year of more funds than are
conservatively projected to be received in that period, or which are otherwise
available.
Interpretation: I interpret this to mean that the proposed budget must be
balanced. This includes expenditures for the year not exceeding the revenues
received from all sources. Exceptions are Board-approved use of fund balances,
and use of funds that have been accumulated over a period of time, with the
approval of the Board, with the intent of saving funds to pay for a specific project
or capital expense.
Compliance with the policy will be achieved when: The proposed budget meets
the above criteria, inclusive of any board approved spending of fund balance or
specific reserve funds.
Evidence:
1. The adopted budget demonstrates that I have not allowed budgeting which
plans the expenditure in any fiscal year of more funds than are
conservatively projected to be received in that period, or which are
otherwise available.
Report: I report compliance.
3.3.5: Reduces fund balances or reserves in any fund to a level below that
established by the Board of Town Trustees by adopted policy.
Interpretation: I interpret this to mean that fund balance reserves must be
calculated at every budget amendment, and that the General Fund reserve shall
not drop below 25% unless otherwise authorized by the Board. If the Board
approves and adopts a budget that plans for reducing the fund balance below the
25% level, I interpret this as being authorized by the Board.
Compliance with the policy will be achieved when:
• The latest budget amendment shows a General-Fund fund balance of 25%
or greater, unless otherwise approved by the Board.
• The proposed budget anticipates an end-of-year fund balance in the
General Fund of 25% or greater, unless otherwise approved by the Board.
Evidence:
1. 2024 Budget Amendment #6 anticipates a 30.3% General-Fund fund
balance at the end of 2024.
2. 2025 Budget Amendment #1 anticipates a 31.5% General-Fund fund
balance at the end of 2025.
Report: I report compliance.
3.3.6: Fails to maintain a Budget Contingency Plan capable of responding to
significant shortfalls within the Town’s budget.
Interpretation: I interpret this to mean that I must prepare a budget that
maintains a fund balance of 25% or more in the General Fund and adequate fund
balances in all enterprise funds, including the required TABOR reserve and the
current cash reserves as defined in Board Policy 670 – Cash and Investment
Reserve and Contingency.
Compliance with the policy will be achieved when:
• The proposed budget anticipates an end-of-year fund balance in the
General Fund of 25% or greater, unless otherwise authorized by the
Board.
• The current cash reserves meet the criteria defined in Board Policy 670 –
Cash and Investment Reserve and Contingency.
Evidence:
1. The 2023 ACFR shows a 78.0% General-Fund fund balance at the end of
2023.
2. 2024 Budget Amendment #6 anticipates a 30.3% General-Fund fund
balance at the end of 2024.
3. 2025 Budget Amendment #1 anticipates a 31.5% General-Fund fund
balance at the end of 2025.
4. Current cash and investment reserves are reported to the Board on a
monthly basis, as required by Board Policy 670.
5. The Town’s budget contingency plan is established in Policy 670 (Section
3.b).
Report: I report compliance.
3.3.7: Fails to provide for an annual audit.
Interpretation: I interpret this to mean that I must ensure that the Town
completes an independent audit annually. Further, that audit report should result
in an unqualified and unmodified opinion from the Board’s auditors.
Compliance with the policy will be achieved when: The annual audit is
complete and presented to the Town Board.
Evidence:
1. The 2023 Audit has been completed and the ACFR prepared and
submitted to the State of Colorado with an unqualified and unmodified
opinion from the Board’s auditors.
2. The 2023 Audit has been delivered to the Audit Committee and Town
Board.
3. The 2024 Audit is approaching completion.
Report: I report compliance.
3.3.8: Fails to protect, within his or her ability to do so, the integrity of the current
or future bond ratings of the Town.
Interpretation: I interpret this to mean that I cannot take any action that will
negatively impact the Town’s bond rating. This includes maintaining adequate
fund balances as required in 3.3.5 and maintaining adequate bond coverage ratios
for all revenue bonds associated with the Town’s enterprise funds.
Compliance with the policy will be achieved when:
• I am in compliance with 3.3.5.
• Required bond coverage ratios are met.
Evidence:
1. The 2023 ACFR shows a 78.0% General-Fund fund balance at the end of
2023.
2. 2024 Budget Amendment #6 anticipates a 30.3% General-Fund fund
balance at the end of 2024.
3. 2025 Budget Amendment #1 anticipates a 31.5% General-Fund fund
balance at the end of 2025.
4. Our current (December 31, 2024) estimated bond-coverage ratio for Power
and Communications (308%) exceeds the required ratio of 125%.
5. Our current (December 31, 2024) estimated bond-coverage ratio for Water
(563%) exceeds the required ratio of 110%.
Report: I report compliance.
3.3.9: Results in new positions to staffing levels without specific approval of the
Town Board. The Town Administrator may approve positions funded by
grants, which would not impose additional costs to the Town in addition to
the grant funds, and any temporary positions for which existing budgeted
funds are allocated.
Interpretation: I interpret this to mean that I cannot allow any new positions or
expansion of any part-time positions to be advertised or filled without prior Board
approval. I may allow new positions or partial positions funded by grants or
temporary positions for which existing budgeted funds are allocated without prior
approval of the Board. I may also allow reductions in staffing without Board
approval.
Compliance with the policy will be achieved when: No new positions or
expansion of any part-time positions are approved and/or hired without approval
of the Board, with the exceptions noted above.
Evidence:
1. All positions are indicated in the adopted and proposed budgets and no
unapproved positions have been created.
Report: I report compliance.
Policy 3.12: With respect to internal operating procedures, the Town Administrator will
ensure that the Town has internal procedures to promote effective and efficient Town
operations.
Interpretation: I interpret this to mean that I maintain up-to-date internal policies
and procedures that control the day-to-day operations of the Town. These policies
are updated when necessary to reflect changing conditions and governing laws.
Compliance with the policy will be achieved when: No issues arise that go
unaddressed by internal policies and procedures and the Town is not put at risk
legally or financially due to the lack of adequate policies or procedures guiding
our actions.
Evidence:
1. Town policies and procedures are up-to-date and available to all
employees on iTown.
2. Policies are reviewed on a regularly scheduled basis to ensure they remain
current and effective.
Report: I report compliance.
Policy 3.13: With respect to internal organizational structure of the Town, the Town
Administrator will maintain a current organizational plan (organizational chart) of the
Town, in a graphical format including through the division level. The Town Administrator
will update the plan annually. The current plan shall be included in the Comprehensive
Annual Financial Report each year, and presented to the Board of Trustees at the first
regular meeting following the certification of the results of each biennial election.
Interpretation: I interpret this to mean that I maintain a current organizational
chart that is included in the ACFR and presented to the Town Board after the
certification of the results of each biennial Town election.
Compliance with the policy will be achieved when:
• The organizational chart is printed in the ACFR.
• The organizational chart is presented to the Town Board at the first regular
meeting following the certification of the results of each biennial Town
election.
Evidence:
1. The organizational chart was published as part of the 2023 ACFR and will
be published as part of the 2024 ACFR.
2. The organizational chart was presented to the Town Board at the first
regular meeting following the certification of the results of the last
biennial Town election (April 23, 2024).
Report: I report compliance.
Town of Estes Park, Larimer County, Colorado, July 8, 2025
Minutes of a Regular meeting of the Board of Trustees of the Town of Estes
Park, Larimer County, Colorado. Meeting held in the Town Hall in said Town
of Estes Park on the 8th day of July, 2025.
Present: Gary Hall, Mayor
Marie Cenac, Mayor Pro Tem
Trustees Bill Brown
Kirby Hazelton
Frank Lancaster
Mark Igel
Cindy Younglund
Also Present: Travis Machalek, Town Administrator
Jason Damweber, Deputy Town Administrator
Dan Kramer, Town Attorney
Jackie Williamson, Town Clerk Absent: None
Mayor Hall called the meeting to order at 7:00 p.m. and all desiring to do so, recited the
Pledge of Allegiance.
AGENDA APPROVAL.
It was moved and seconded (Hazelton/Younglund) to approve the Agenda, and it
unanimously.
PUBLIC COMMENTS.
Belle Morris/Town resident provided background on her experience as Vice Chair and
Chair of the Transportation Advisory Board (TAB), initiatives, and projects throughout the
years she served on the Board. She described the passion and commitment of members,
spoke regarding her concerns for comments by Trustee Igel, TAB Liaison, and her
removal from TAB. She requested the Board change the TAB Liaison and highlighted her
years working along citizens, and her respect for staff and Town leadership.
TRUSTEE COMMENTS.
Board comments were heard and have been summarized: Police Auxiliary were
commended for their support during the Fourth of July celebrations; Trustees Hazelton
and Lancaster held interviews for the Estes Park Planning Commission vacancy and
would be bring forward a recommendation at a future meeting; Rooftop Rodeo week had
begun with a successful Parade on Monday, Paint Estes Pink held their annual Crowns
for the Care fundraiser raising over $133,000 in donations to fund cancer screenings for
under and uninsured residents of the Estes Valley, and Pam Leitner was crowned Mrs.
Rooftop Rodeo; the Estes Park Sister Cities anticipated a visit from Monteverde members
in the Fall; the Visit Estes Park Board meeting and they received a clean financial audit,
an economic impact study report was reviewed, there would be a special meeting to relay
the determination of a VEP personnel investigation, and an update on the search of the
VEP Chief Executive Officer would be forthcoming; Restorative Justice held a Board
meeting discussing the Estes Park Development Code re-write and have held small group
meetings to provide additional opportunities for all aspects of the community to engage
in the process; the Board encouraged support for the communities impacted by recent
Texas flooding; the Economic Development and Workforce Council have been working
with Larimer County on re-defining the Enterprise Zone, and applications for the Business
Accelerator Services of Estes (BASE) program would open on August 1, 2025 and
business owners were encouraged to participate in the free program.
TOWN ADMINISTRATOR REPORT.
Town Administrator Machalek commended staff and coordinating agencies who ensured
a successful and safe Fourth of July celebration in Estes Park.
Board of Trustees – July 8, 2025 – Page 2
CONSENT AGENDA:
1. Bills.
2. Town Board Meeting Minutes and Study Session Minutes dated June 24, 2025.
3. Estes Park Planning Commission Minutes dated April 15, 2025 and May 20, 2025
(acknowledgement only).
It was moved and seconded (Igel/Cenac) to approve the Consent Agenda, and it
passed unanimously.
REPORTS AND DISCUSSION ITEMS: (Outside Entities).
1. BASE FUNDING REPORT: ESTES ARTS DISTRICT. Estes Arts District (EAD)
Director Endsley provided an overview of their mission, introduced members, spoke
regarding the diverse arts scene and reviewed projects including: Friends of Folk (10th
Anniversary), Chalk Art, Public Art installations, a new membership program to be
launch in December providing additional opportunities for networking and
collaboration in the art community, and 2025 events and new youth programs. The
District continues to pursue the Colorado Creative Industries Designation as a
Certified Arts District in 2025. She stated the designation includes a $10,000 award
and would attract artists and creative entrepreneurs to Estes Park to enhance the
economic and civic capital of the community. Board members attended the Colorado
Creative Industries summit, met other applicants and discussed opportunities to
improve the designation application. The EAD anticipate to additional information on
their application in late Fall 2025. The Board thanked the EAD for the presentation
and wished them luck on their designation.
LIQUOR ITEMS:
1. RESOLUTION 69-25 TRANSFER OF OWNERSHIP FROM JWC STANLEY
HOLDING, LLC DBA THE STANLEY HOTEL TO STANLEY PARTNERSHIP FOR
ART CULTURE AND EDUCATION LLC DBA THE STANLEY HOTEL, 333
WONDERVIEW AVENUE, ESTES PARK, CO 80517. Mayor Hall opened the public
hearing and Town Clerk Williamson presented Resolution 69-25 for a transfer of
ownership for a Hotel & Restaurant liquor license. She reviewed the application stating
all paperwork and fees had been submitted. The applicant was filing as an LLC and
was aware of the Training for Intervention Procedures (TIPS) requirement. Staff stated
there was no police report with regard to the investigation of the applicant as the
applicant was a quasi-governmental entity, however, the representative has
undergone a background check. The applicant was available for questions. The Board
questioned who the responsible person would be for this entity to which staff stated
John Cullen, former owner. Mayor Hall closed the public hearing, and it was moved
and seconded (Hazelton/Younglund) to approve Resolution 69-25, and it passed
unanimously.
ACTION ITEMS:
1. INITIATED ORDINANCE PETITION – TO AMEND THE ESTES PARK
DEVELOPMENT CODE REGARDING REZONINGS AND ALL PLANNED UNIT
DEVELOPMENT APPLICATIONS. Mayor Hall opened the public hearing. Town
Clerk Williamson presented an Initiated Ordinance filed with the Town to amend the
Estes Park Development Code regarding rezonings and or all Planned Unit
Developments (PUD) applications. On November 18, 2024, a letter was sent to the
petitioners, James and Kristine Poppitz, approving the form of the petition allowing the
petition to be circulated and outlining the petition must be signed by at least 5% of the
registered electors per the state statute; the total number of signatures required was
established at 246. On May 16, 2025, the Town Clerk received 43 signed petition
sections containing 405 signatures. The Town Clerk reviewed the signatures to verify
the registration of the individual against the voter registration list supplied to the Town
by the Larimer County Elections Office. A preliminary statement of sufficiency was
issued on June 13, 2025 certifying the petition was signed by 246 registered voters,
Board of Trustees – July 8, 2025 – Page 3
and on June 25, 2025, after the 40-day protest period had elapsed with no protest
filled, final petition sufficiency was determined. Per 31-11-104 (1) CRS, the Board of
Trustees within 20 days from the final statement of sufficiency must either: (1) adopt,
without alteration, the citizen-initiated ordinance as proposed, Ordinance 11-25, or (2)
refer the Initiated Ordinance to the registered electors of the municipality to an election
no less than 60 days and not more than 150 days. If the Board refers the ordinance
to an election, staff has determined the only viable option would be to join the
coordinate general election on November 4, 2025. Staff contacted Larimer County
Election offices to determine election costs and was provided an estimate range of
$6,000 to $20,000 pending State and/or the County participation on the ballot.
Those speaking in support to refer the Initiated Ordinance to the registered electors
included Becky Robbins/County resident and Board member for the Board of Realtors,
Jeff Robins/County resident, Scott Moulton/Estes Park Housing Authority (EPHA)
Director and Frank Theis/Town resident. Comments have been summarized:
questioned whether the item if passed would violate the Fair Housing Act; encouraged
the Board seek legal council to determine whether the outcome of the item if approved
would harm a protected class; concerns the initiative may be unconstitutional; and if
approved the code would significantly increase the cost to develop and impact the
EPHA ability to deliver housing opportunities which the community needs.
Those speaking in favor of approving the Initiated Ordinance included: Terry
Rustin/County resident, Kristine Poppitz/County resident, Laura Rustin/County
resident, and John Guffey/Town resident. Comments have been summarized:
support was heard to adopt the Ordinance as written; concerns raised had nothing to
do with the content of the citizen-initiated ordinance; and if approved, the new code
would provide residents with an opportunity to express opinions about applications at
neighboring properties.
Board discussion has been summarized: questioned whether there were any
commitments made for a special election when staff contacted Larimer County to
which staff responded no commitments were made; the Board reaffirmed the two
decisions before the Board outlined in the memo by staff which was confirmed by
Town Attorney Kramer; the Board requested clarification on timelines for any
deadlines identified in state statutes; and discussion ensued regarding House Bill 25-
1093 Limitations on Local Anti-Growth Land Use Policies which would not be in effect
until August 2025.
Mayor Hall closed the public hearing. After further discussion it was moved and
seconded (Igel/Cenac) to approve Resolution 70-25 referring Ordinance 11-25 to
the Coordinated Election on November 4, 2025, and it passed with Trustee Brown
abstaining.
A substitute motion was made and seconded (Brown/Cenac) to defer action to
the August 12, 2025 meeting, and it failed with Mayor Hall, Mayor Pro Tem Cenac,
and Trustees Hazelton, Igel, and Lancaster, voting “No”.
Town Clerk Williamson stated, per the Larimer County Election calendar and state
statutes, the Town would be required to give the Larimer County Clerk and Recorder
notice of intent to participate in the coordinated election 100 days prior to the election
(July 25, 2025), which may be impacted by deferring the item to August.
2. INITIATED ORDINANCE PETITION – TO REPEAL SECTION 11.4 AND
ASSOCIATED BUILDING HEIGHT LIMITS IN SECTION 4.3 OF THE ESTES PARK
DEVELOPMENT CODE. Mayor Hall opened the public hearing. Town Clerk
Williamson presented an Initiated Ordinance filed with the Town to repeal the Estes
Park Development Code section 11.4 and associated building height limits in section
4.3. The item dates and deadlines were consistent with the previous initiated
ordinance and staff requested Board decision on the item. On May 16, 2025, the
Town Clerk received 43 signed petition sections containing 393 signatures. The Town
Clerk reviewed the signatures to verify the registration of the individual against the
voter registration list supplied to the Town by the Larimer County Elections Office. A
Board of Trustees – July 8, 2025 – Page 4
preliminary statement of sufficiency was issued on June 13, 2025 certifying the petition
was signed by 5% or 246 registered voters.
Scott Moulton/EPHA Director spoke in support to refer the Initiated Ordinance to the
registered electors stating if approved the code would significantly increase the cost
to develop and would impact the EPHA ability to deliver housing opportunities which
the community needs.
Those speaking in favor of approving the Initiated Ordinance included: Frank
Theis/Town resident, Kristine Poppitz/County resident, Laura Rustin/County resident,
and John Guffey/Town resident. Comments have been summarized: supported the
adoption of the ordinance as written; commented on the need to resist the desire to
overdevelop; raised concerns that properties are inappropriately occupied; and
commented on the value of community input in development decisions.
Board discussion ensued regarding the timing outlined in state statutes, HB29-1093
Limitations on Local Anti-Growth Land Use Policies, importance of hearing from the
community, the number of registered voters, if approved the changes could seriously
impair the ability to provide housing and increase building costs, and concern was
stated if the language was adopted the Town would face legal challenges.
Mayor Hall closed the public hearing. It was moved and seconded (Brown/) to defer
action on Ordinance 12-25 to August 12, 2025, and it died for lack of a second.
It was moved and seconded (Lancaster/Hazelton) to approve Resolution 71-25
referring Ordinance 12-25 to the coordinated election with Larimer County on
November 4, 2025, and it passed unanimously.
3. ORDINANCE 13-25 REPLACE ORDINANCE 07-22 CONSIDERING THE
INCLUSION OF CERTAIN PROPERTIES LOCATED WITHIN THE TOWN OF
ESTES PARK INTO THE MUNICIPAL SUBDISTRICT, NORTHER COLORADO
WATER CONSERVANCY. Mayor Hall opened the public hearing and Special
Counsel White presented Ordinance 13-25 which replaces Ordinance 07-22. The
ordinance would formalize the inclusion of certain properties within town limits using
the Town’s municipal water system which were inadvertently excluded in the Northern
Colorado Water Conservancy Municipal Subdistrict. The Town’s municipal water
system uses Windy Gap water overseen by the Northern Colorado Water
Conservancy Municipal Subdistrict. The subdistrict’s rules and regulations require all
properties receiving Windy Gap water to be included in the subdistrict. Staff clarified,
the properties affected by the ordinance would not be required to be annexed into the
Town. Mayor Hall closed the public hearing and it was moved and seconded
(Younglund/Igel) to approve Ordinance 13-25, and it passed unanimously.
RESOLUTION 72-25 INCREASE CONTINGENCY FOR THE PROSPECT
MOUNTAIN WATER IMPROVEMENTS PROJECT. Director Bergsten stated
additional funding was required to complete the Prospect Mountain Water
Improvements Project due to unforseen construction and higher-than-anticipated
costs, development, and water right fees. He reviewed a timeline for the project, and
Manager Wesley reviewed the project status and remaining work including:
disinfecting/testing/filling the tank for full service operation, establishing final
connections and performing restoration on roads, yards and surfaces. Staff requested
increasing the project contingency funding used by staff to authorize change orders
with Wagner Construction not to exceed $11,900,000 and approve increasing total
project budget to $15,800,000 to include USDA-RD funded eligible items and ineligible
items such as Town labor. She reviewed the use of contingency funding and the
estimated total of pending items which was calculated in the request for increase. Staff
stated future adjustments to the project may be necessary to cover interim loan
interest costs, remaining town tap fees, testing, and Northern Colorado Water
inclusion costs once calculated. Staff confirmed, cost was isolated to the users within
the improvement area only and would not have any impacts to those individuals
outside of the area. There being no further discussion, it was moved and seconded
(Hazelton/Younglund) to approve Resolution 72-25, and it passed unanimously.
Board of Trustees – July 8, 2025 – Page 5
4. RESOLUTION 73-25 CONTINGENT AWARD OF THE SPRUCE KNOB AND
CARRIAGE HILLS WATER SYSTEM CONSTRUCTION. The design for both the
Spruce Knob and Carriage Hills Water System construction projects was completed
in 2025. Director Bergsten stated the bid package included several bid schedules to
allow the Town the ablity to select the most cost-effective options for different
construction areas and to maximize available funding. Bid schedules were identified
as Schedule A – Spruce Knob (Joel Estes Drive), Schedule B – Carriage Drive and
Whispering Pines Drive, and Schedule C – Grey Fox Estates looping connection. He
reviewed a map of the construction areas. The projects would require $1,535,763 in
additional funding which staff recommended $1,615,000 be reallocated from the
Strong Pump House Improvements and 18” Main Valve Installations projects. Spruce
Knob property owners would be responsible for their portion of the loan payments
which would be collected as a separate line item on their water bills as approved
through Resolution 17-25. Staff stated the project financing was pending the State
Revolving Fund (SRF) loan closing which was further pending an aproval letter from
the USDA – Rural Development. Staff proposed conditionally awarding the
construction contract for Schedules A, B, and C to the lowest responsive and
responsible bidder in accordance with Town policy and the requirement of the USDA.
The award would be conditioned on the loan closing with the Colorado Water
Resources and Power Development Authority for the SRF loan and Bipartisan
Infrastructure Law (BIL) principal forgiveness. The contract would be executed
following the loan closing and no futher Board action would be required. Additionally,
staff proposed the Town reaffirm the split of grant and principal forgiveness be based
on Schedules A and B only, since Schedule C would benefit the Town’s water sytem
only.
Dan Jessup/Timberwolf Excavating, the low bid, was available and stated their
support for the project, and their commitment to the community.
Jon Smith/High Plains Excavation, second lowest bid, spoke in support of utilizing the
local preference within Town policy to award the contract.
Discussion ensued regarding local preference and whether the Town may be at risk
of losing DOLA funding if the Town does not select the lowest responsible bidder.
Board comments and questions have been summarized: Clarification on the bid
schedules was requested; whether the Town could contract with a different contractor
for each schedule; clarification was requested on the cost difference for users within
the Carriage Hills project; value in reinvesting Town money into the community by
selecting the local contractor; questioned if the Town policy requires the selection of
the lowest bidder; questioned if the contract was not awarded, could the Town request
the bidders extend their bid or rebid; questioned if the local bidder was selected, could
the Town fund the additional costs or fund the project if DOLA rescinded the grant
funding; and comments were heard regarding fiscal responsibility.
It was moved and seconded (Igel/Brown) to approve Resolution 73-25 and award
the contract to the local preference High Plains Excavating, and it failed with
Trustee’s Brown, Hazelton, Lancaster, and Younglund voting “No”.
A substitute motion was made (Hazelton/Younglund) to approve Resolution 73-
25 to award the contract to Timberwolf Excavating as presented, and it passed
with Trustee Igel voting “No”.
5. RESOLUTION 74-25 REQUEST DOLA AMEND GRANT EIAF B-022 TO EXTEND
THE DEADLINE FOR BROADBAND PLANNING AND IMPLEMENTATION GRANT
AGREEMENT. Director Bergsten stated the DOLA funded Broadband Implementation
Grant was awarded to support the expansion of fiber-optic-based broadband services
within the Town of Estes Park Power & Communications service area. The project
included Glen Haven, Allenspark, and Highway 36 areas. Staff stated more time was
needed to develop options for the entire scope of work outlined in the original grant
agreement and requested the Board approve the Mayor’s signature to request an
Board of Trustees – July 8, 2025 – Page 6
extension of the grant deadline. Staff anticipated requesting DOLA to revise the scope
of the project at a future meeting. It was moved and seconded (Igel/Hazelton) to
approve Resolution 74-25, and it passed unanimously.
It was moved and seconded (Brown/Cenac) to extend the meeting past 10:00 p.m.,
to complete the remainder of the agenda, and the motion passed with Trustee Igel
voting “No”.
REPORTS AND DISCUSSION ITEMS:
1. TRANSPORTATION ADVISORY BOARD NEXT STEPS – SUNSETTING/BYLAW
REVIEW. At the June 10, 2025 meeting, the Board stated interest in discussing the
sunsetting of the Transportation Advisory Board (TAB). Mayor Hall recommended
forming ad-hoc committees in the future for specific transportation and other project
input rather than continuing with the current Board. Board discussion has been
summarized: Interest was heard in soliciting ad-hoc participation by current TAB
members; considering term limits for boards and commissions; the value of unique
perspectives from diverse members and the benefits of resourcing them for ad-hoc
committees; ensuring clear direction for ad-hoc committees or focus groups on who
they are advising and their directive; and gratitude was heard for members who
commit their time on these groups. Staff would bring an action item to the next meeting
for the Board to consider formal action to sunset TAB. The Board requested a study
session item be added as approved/unscheduled to discuss the formation of ad-hoc
committees.
REQUEST TO ENTER EXECUTIVE SESSION:
It was moved and seconded (Younglund/Cenac) to enter executive session to
discuss purchase, acquisition, lease, transfer or sale of any real, personal, or other
property interest – authorized under Section 24-6-402(4)(a), C.R.S. and for a
conference with an attorney for the Board for the purposes of receiving legal advice
on specific legal questions - authorized under Section 24-6-402(4)(b), C.R.S. – on
the topic of Real Property Considerations for Development of Housing at the Fish
Hatchery Property, and it passed unanimously.
The Board entered into executive session at 10:24 p.m. and concluded the executive
session at 11:24 p.m.
Whereupon Mayor Hall adjourned the meeting at 11:26 p.m.
Gary Hall, Mayor
Bunny Victoria Beers, Deputy Town Clerk
Town of Estes Park, Larimer County, Colorado July 8, 2025
Minutes of a Study Session meeting of the TOWN BOARD of the Town of
Estes Park, Larimer County, Colorado. Meeting held at Town Hall in the
Board Room in said Town of Estes Park on the 8th day of July, 2025.
Board: Mayor Hall, Mayor Pro Tem Cenac, Trustees Brown,
Hazelton, Igel, Lancaster, and Younglund
Attending: All
Also Attending: Town Administrator Machalek, Deputy Town Administrator
Damweber, Attorney Kramer, Police Chief Stewart, and
Town Clerk Williamson
Absent: None
Mayor Hall called the meeting to order at 4:30 p.m.
CLEAVE STREET REDEVELOPMENT UPDATE.
Town Administrator Machalek introduced Walt Dietrich/Whimsadoodle Inc. to present a
proposal to redevelop Cleave Street. The foundation was formed to continue the late
Barb Marshall’s efforts to enrich the cultural landscape of Estes Park and empower
artist to thrive. Mr. Dietrich noted that Barb Marshall owned approximately 10 buildings,
both residential and commercial, in and around Cleave Street. The proposal would be
to collaborate with the Town as it considers the development of a parking garage on the
corner of Cleave and Bighorn through the use of Town land, land owned by the Housing
Authority, and properties owned by Whimsadoodle. The proposal would include retail
space on the first floor, residences on the second floor would include one- and two-
bedroom units, artist units, and 117 parking spaces. The corner of Cleave and Bighorn
has been envisioned as a beacon drawing people to Cleave Street with space for food
and beverage with outdoor seating, pop-up studio for art events, and additional retail
space. A possible fourth level could add 45 parking spaces. The project would involve
the three different entities working together to make the project happen. Board
comments and questions were heard and have been summarized: the Board consensus
was to continue to explore the project; the project could benefit the guest and resident
experience and tie into the Downtown Master Plan; stated some concern with the fourth
floor of parking; a rare opportunity to maximize on the limited land assets in the
downtown corridor; the innovative project comes at the right time; and consideration for
the architecture to include the Colorado mountain esthetic.
BIG HORN PARKING STRUCTURE DESIGN UPDATE.
Project Manager Pastor presented conceptual drawings of the parking structure
completed by the consultant DESMAN. He noted during the pre-application meeting
with Community Development several issues and concerns were raised, causing the
project to pause until further information could be gathered and with additional Town
Board guidance. The concerns raised included property line setback requirements for
adjacent structures and right-of-way access, driveway access and spatial distancing,
and pedestrian activation along Cleave Street. The setbacks along Bighorn on the east
and north are required at eight (8) feet and have led to a reduction in parking spaces of
approximately 12 – 15 parking spaces. The Development Code requires driveways be
spaced at least 150 feet from a collector street and corner lots shall have a setback of
15 feet from the property line at the corner for a driveway or a minimum of 30 feet from
the cross-street curb line, whichever may be greater. The requirements are different
from the Larimer County Urban Area Street Standards (LCUASS) which are less
restrictive than the current code. The code requirements would eliminate an entire level
of parking from Bighorn Drive as there would be insufficient distance and grade
Town Board Study Session – July 8, 2025 – Page 2
changes to meet the code and would require a variance. The Downtown Master Plan
encourages pedestrian activations in any new building/designs such as incorporating
windowed storefronts, landscaping, art and natural features on the ground floor. These
are recommendations and not requirements. In designing for future uses of the parking
garage, it was noted by Planning the bottom level would need 12 feet of clearance, the
current design has planned for eight (8) feet six (6) inches. The additional height
requirement would increase the height of the other levels and make entrances difficult
and possibly eliminate the fourth floor due to height limits of structures downtown. The
proposed design factoring in items discovered during the pre-application process and
other design issues has the new garage with 110 total spaces, an increase of 55 spaces
over the current parking lot.
Board comments and questions were heard and summarized: noted the importance to
ensure safety of pedestrians are addressed within and around the parking structure;
questioned if the Board of Adjustment would have the authority to approve a variance to
the spacing; questioned if staff considered digging down on Cleave Street to address
the height issue; raised concern with Cleave Street becoming a pedestrian mall and the
impact it would have to current businesses that use Cleave Street for access, deliveries,
etc.; questioned the contract timeline with the design firm; stated the Town’s code
should be closely aligned with the street standards of Larimer County; and a parking
structure would spur redevelopment in the area as it would become attractive to
developers. The project would remain on pause as the Town continues discussions
with Whimsadoodle on a possibility of including the land as part of a larger project.
WATER MASTER PLAN – COLLABORATIVE DEVELOPMENT OF TREATMENT
ALTERNATIVES. Director Bergsten stated the Glacier Creek Water Treatment Plant
(GCWTP) has reached its useful life. The department has been working to address
next steps including a decision on moving towards one year-round treatment plant or
continue to maintain two separate treatment plants. The Town utilized a process of
“Constructive Controversy” to determine the direction the department should consider.
The process involved two teams to represent the two concepts. The one plant team
found the budgeting, facility, and building costs would be lower; one plant would assist
with planning for regulator compliance; plant operators would only need to become
subject matter experts for one treatment process/a single set of standard operating
procedures; focused O&M; increase inventory management and ordering efficiency;
require a single site for disaster-hardening; would reduce risk management planning
security and safety; and less compliance reporting and single location for planning
compliance upgrades. The two plant team’s finding included the importance of diversity
of location; would support the existing systems; would reduce single point of failure in
the water system; would emphasize the existing investments in the infrastructure;
capitalize on the staff familiarity with the system; would utilize the current water rights
located at each site; noted the Town’s water system continues to be the only large
public water system in the area with no potential emergency connections; geographic
diversity adds natural disaster protection and the use of multiple raw water sources;
historical the two plants have provided reliable service to the customers; and the
distribution system has been structured for the two current locations to allow for gravity
flow in many parts of the system. The consensus of the two teams was the need for
redundancy in supply and treatment to provide reliable service; switching back and forth
with different processes and location has been challenging for operators and water
quality; the existing plants’ configurations are not ideal as it relates to processes,
expandability, and redundancy; and the cost to achieve high-quality and reliable service
with the existing plants remains very high. The needs of the department could be met
by bringing all the Town’s water rights to a single plant location; construct a new
expandable plant with multiple redundant treatment trains for year-round operations;
complete required improvements and maintenance at Mary’s Lake Water Treatment
Plant (MLWTP) to allow for seasonal operation; and decommission the GCWTP due to
the poor condition and declining functionality. The next steps would include new
demand projections, completion of a Water Master Plan, develop cost estimates for
improvements to the MLWTP and the proposed new plant, complete a preliminary study
Town Board Study Session – July 8, 2025 – Page 3
for MLWTP raw water pipeline, initiate planning and funding for MLWTP improvements
and the new plant, and initiate a rate study.
Board comments and question were heard and summarized: the multiple trains at a
single plant were viewed favorably; questioned the timeline for completion of a new
plant; and questioned the decommissioning of the GCWTP and whether or not it would
be operational for the next five (5) to eight (8) years. Staff noted the completion of a
new Water Master Plan and water rate increase would be necessary before a new plant
could be built. Town Administrator Machalek further noted there would be a limit on the
General Funds that could be used to fund a new plant because the department
functions as an enterprise fund. MLWTP would be improved while the new plant was
built for true redundancy and operation year-round. Once MLWTP reaches its useful
life the Town would make a determination on the need for a second plant.
FUTURE STUDY SESSION AGENDA ITEMS.
It was requested and determined to schedule a discussion on Childcare Licensing
Regulation and Childcare Exempt Providers and a review of the Climate Action Plan for
August 26, 2025.
Mayor Hall brought forward a request by the KOA owner/manager to discuss a potential
amendment to the wildlife code to allow exemptions for securing trash receptacles
during the day. The Board consensus was to schedule the item noting education may
be the first approach, the need to address the issue without making individual
accommodations for businesses, and requested the Code Enforcement Officer be
present for the discussion.
Mayor Pro Tem Cenac commented on the need to discuss the recent change to the
parking ordinance that has impacted staff at the Post Office. The Board was supportive
of holding the conversation at the end of the parking season to review data collected
over the course of the parking season, and to fully understand the impact the change
may have had on the operations at the Post Office. The item was approved as
unscheduled until after the parking season has ended in October.
COMMENTS & QUESTIONS.
None.
There being no further business, Mayor Hall adjourned the meeting at 6:27 p.m.
Jackie Williamson, Town Clerk
The Town of Estes Park is committed to providing equitable access to our services. Contact us
if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org.
Memo
To: Honorable Mayor Hall & Board of Trustees
Through: Town Administrator Machalek
From: Jackie Williamson, Town Clerk
Department: Town Clerk
Date: July 22, 2025
Subject: Estes Park Planning Commission Appointment of Julie Phares to
complete the term of Jeff Robbins expiring March 31, 2026
Type: Appointment
Objective:
Present the Town Board Interview Committee’s recommendation to fill an open position
on the Estes Park Planning Commission to complete the term of Jeff Robbins.
Present Situation:
Jeff Robbins submitted his resignation from the Commission earlier this year in March.
He resigned his position because he moved outside of town limits. His position on the
Commission was due to expire on March 31, 2026.
The position was advertised beginning at the end of March and was extended in April as
the Town only received one application. On July 3, 2025, the interview committee,
consisting of Trustees Hazelton and Lancaster, interviewed two applicants. Community
Development Director Careccia attended the interviews to provide the committee with
feedback on the applicants.
Proposal:
The interview committee is recommending the appointment of Julie Phares to complete
the term vacated by Mr. Robbins. Ms. Phares noted that she has served on a number
of boards in Estes Park over the past 25 years, including President of the Estes Valley
Partners for Commerce. Her resume outlines that she has a background in business
management, finance, a strategic thinker, strong history of leading teams, and skillful in
developing and implementing innovative strategies. She currently works for Aldrich
Builders and has a working knowledge of short-term rentals as a General Manager for
the previous owner of SkyRun. She noted in her application that she has a background
in Real Estate, and has always tried to stay educated on the development and future of
Estes Park.
Advantages:
Filling the position would complete the five-member board.
Disadvantages:
If the appointment is not made, the position would remain vacant until additional
applications are received, and interviews conducted.
Action Recommended:
Appointment of Julie Phares to the Estes Park Planning Commission to a term expiring
on March 31, 2026.
Finance/Resource Impact:
None.
Level of Public Interest:
Low.
Sample Motions:
I move to approve/deny the appointment of Julie Phares to the Estes Park Planning
Commission for a term expiring March 31, 2026.
Attachments:
None.
The Town of Estes Park is committed to providing equitable access to our services. Contact us
if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org.
Memo
To: Honorable Mayor Hall & Board of Trustees
Through: Town Administrator Machalek
From: Jackie Williamson, Town Clerk
Department: Town Clerk
Date: July 22, 2025
Subject: Estes Park Board of Adjustment Appointment of Colin Godsey for a three-
year term expiring March 31, 2028
Type: Appointment
Objective:
Present the Town Board Planning Commission Interview Committee’s recommendation
to fill an open position on the Estes Park Board of Adjustment to complete a new term
previously held by Joel Holtzman who’s term expired on March 31, 2025.
Present Situation:
The position was advertised beginning at the end of March and was extended in April as
the Town did not receive any applications. On July 3, 2025, the Estes Park Planning
Commission Interview Committee, consisting of Trustees Hazelton and Lancaster,
interviewed two applicants for a position on the Planning Commission. Community
Development Director Careccia attended the interviews to provide the committee with
feedback on the applicants.
Mr. Godsey was one of the applicants interviewed and had expressed interest in both the
Planning Commission and the Board of Adjustment in his application. During the
interview it was confirmed he continued to have an interest in both and would be willing
to serve on either.
The interview committee expressed an interest in recommending the appointment of Mr.
Godsey to the Board of Adjustment, and requested staff contact Board of Adjustment
liaison Trustee Brown to confirm his acceptance of bringing forward the recommendation
to the full board rather than holding an additional interview with Mr. Godsey. Trustee
Brown affirmed the recommendation made by the interview committee.
Proposal:
The interview committee is recommending the appointment of Colin Godsey to a new
term on the Board of Adjustment. Mr. Godsey noted that he is a recent graduate of the
Citizen Information Academy and has a strong interest in contributing directly to the
governance and development of the town. He further stated he is a resident that abuts
commercial zoning in the downtown area and has a daily, firsthand view of the practical
impacts of zoning regulations and development decisions. Mr. Godsey is a software
engineer and spends much of his time dealing with complex problems and looks at
them from all sides to find a practical solution. He is comfortable analyzing data and
evaluating systems. He noted in his cover letter his interest in the functions of planning,
and stated he is eager to dedicate time and effort into serving.
Advantages:
Filling the position would complete the three-member board.
Disadvantages:
If the appointment is not made, the position would remain vacant until additional
applications are received, and interviews conducted.
Action Recommended:
Appointment of Colin Godsey to the Estes Park Board of Adjustment to a term expiring
on March 31, 2028.
Finance/Resource Impact:
None.
Level of Public Interest:
Low.
Sample Motions:
I move to approve/deny the appointment of Colin Godsey to the Estes Park Board of
Adjustment for a term expiring March 31, 2028.
Attachments:
None.
The Town of Estes Park is committed to providing equitable access to our services. Contact us
if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org.
Memo
To: Honorable Mayor Hall & Board of Trustees
Through: Town Administrator Machalek
From: Jacqueline Wesley, P.E., Capital Projects Manager
R. Bergsten, Utilities Director
Department: Utilities
Date: July 22, 2025
Subject: Resolution 29-25 Amendment to an Agreement with AE2S to add General
Services for Spruce Knob and Carriage Hills Water Systems Improvement
Project $219,930 - Budgeted
Type: Resolution
Objective:
Our objective is to add support for General Services During Construction to the existing
design and bidding phase serviced contract with the engineer of record, Advanced
Engineering and Environmental Services, LLC (AE2S).
Present Situation:
AE2S was contracted through Resolution 91-23 to design and help publish the Carriage
Hills Water System Improvements bid package. We anticipate awarding the
construction contract this summer.
Staff require general services support during construction. The Design firm’s depth of
understanding of the design and its intent facilitates the resolution of construction
questions submittals; therefore, we typically retain the design firm for construction
support.
Construction phase support includes the following services: (a) review of the
contractor’s equipment and materials submittals, (b) answer questions related to the
design and other technical elements of the project that may develop during construction,
IThe Infrastructure Investment and Jobs Act (IIJA), also known as the Bipartisan Infrastructure Law (BIL), is a $1.2
trillion federal infrastructure bill signed into law on November 2021, investing in roads, bridges, public transit,
broadband, water infrastructure, and more.
(c) support the Town in reviewing the work completed by the contractor for conformance
with the design intent, (d) review the contractors pay applications and schedules, and
(e) support change order negotiations.
The Water Division successfully obtained a $1.0 million DOLA (Colorado Department of
Local Affairs) grant and a $5 million low-interest rate loan with $1.5 million in principal
forgiveness (3.5 M final loan amount) through the State Revolving Fund and BIL/IIJA,
see Town Board approval at their February 25, 2025, board meeting. AE2S will also
support the Town in meeting the federal and state reporting obligations tied to the
generous DOLA grant and federal BIL/IIJA low-interest loan and principal forgiveness.
Proposal:
We propose that the Town Board approve the amendment of AE2S’s contract, adding
General Services During Construction for $219,930.
Advantages:
• Allows for construction support from the design firm of record, AE2S
• Provides additional expertise that helps staff oversee the entire project, from
public communications, addressing customer concerns, and technical
construction oversight including the means and methods to ensure a quality
finished product.
Disadvantages:
• The additional consulting phase costs to fund the construction phase services;
however, hiring multiple full-time staff to cover each specialized technical
expertise required for the project’s relatively short duration would increase
ongoing operations costs.
Action Recommended:
Staff recommends approval of the Resolution authorizing AE2S’s agreement
amendment.
Finance/Resource Impact:
503-7000-580.35-54, Water Fund, $219,930, $8.27 project budget pending annual
rollover; $7.5M available for the $219,930 as of 4-29-2025
Future Ongoing Impacts: improved fire protection in the area;
IThe Infrastructure Investment and Jobs Act (IIJA), also known as the Bipartisan Infrastructure Law (BIL), is a $1.2
trillion federal infrastructure bill signed into law on November 2021, investing in roads, bridges, public transit,
broadband, water infrastructure, and more.
Operational costs: a reduction in overtime from decreased in emergency leak repairs.
Level of Public Interest:
Low
Sample Motion:
This item is on consent. If it is removed from consent, the following sample motion can
be made by any Trustee agreeing with the Resolution:
I move for the approval/denial of Resolution 29-25
Attachments:
1. Resolution 29-25
2. AE2S Contract Amendment
3. AE2S Amendment Scope of Work
4. Original agreement
RESOLUTION 29-25
A RESOLUTION APPROVING AN AMENDMENT TO THE PROFESSIONAL
ENGINEERING SERVICES AGREEMENT WITH AE2S LLC TO ADD GENERAL
SERVICES DURING CONSTRUCTION FOR THE CARRIAGE HILLS AND SPRUCE
KNOB WATER SYSTEMS IMPROVEMENT PROJECT
WHEREAS, Resolution 91-23 approved the professional services contract to
design improvements to the Carriage Hills water system with Advanced Engineering and
Environmental Services, LLC (“Contract”); and
WHEREAS, the Town entered the Contract on October 25, 2023; and
WHEREAS, the Town desires professional services support during construction to
administer the State Revolving Fund and Department of Local Affairs funding sources
and administrative reporting.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
THE TOWN OF ESTES PARK, COLORADO:
The Board approves, and authorizes the Mayor to sign, the professional services
contract amendment referenced in the title of this resolution in substantially the form
now before the Board.
.
DATED this day of , 2025.
TOWN OF ESTES PARK
Mayor
ATTEST:
Town Clerk
APPROVED AS TO FORM:
Town Attorney
ATTACHMENT 1
PROFESSIONAL SERVICES CONTRACT
AMENDMENT NO. 1
Carriage Hills Water System Improvements
The parties, the Town of Estes Park, Colorado (Town), a municipal corporation, and
Advanced Engineering and Environmental Services LLC (Consultant or Contractor), whose
address is 9635 Maroon Circle, Suite 210, Englewood, CO 80112, make this Contract
Amendment (Amendment) this __________ day of April, 2025, at the Town of Estes Park,
Colorado, considering the following facts and circumstances:
1 RECITALS:
1.1 Town and Contractor entered into a Professional Services Contract on the 25th day
October, 2023, for design and bidding services for the Carriage Hills Water Systems
Improvement project (Contract).
1.2 The Contract has not yet been amended.
2 AMENDMENT: Town and Contractor hereby amend the Contract to add the scope of
services, time, and compensation as provided in the proposal submitted by the Consultant
dated March 13, 2025, entitled “Re: Carriage Hills Water System Improvements – 2025 and
2026 Construction Services,” consisting of three pages, for Phases 1 and 2.
3 PROVISIONS CONTINUE IN EFFECT: All provisions of the Contract remain in full force
and effect. All provisions of the Contract relating to the interpretation or application of the
Contract shall apply equally to this Amendment as though fully set forth herein. This
instrument forms a contract only when executed in writing by duly authorized
representatives of Town and Contractor. By their signatures on this document, the
signatories represent that they have actual authority to enter this Contract for the respective
parties.
Signature pages follow.
ATTACHMENT 2
Page 2 of 3
CONTRACTOR
By:
Title: _______________________________
STATE OF )
) ss:
COUNTY OF )
The foregoing instrument was acknowledged before me this __________ day of
____________________, 2025, by ______________________________, as
_____________________________ of ______________________________, Contractor. (If by
natural person or persons, insert name or names; if by person acting in representative or official
capacity or as attorney-in-fact, insert name of person as an executor, attorney-in-fact, or other
capacity or description; if by officer of corporation, insert name of such officer or officers as the
President or other officers of such corporation, naming it.)
Witness my hand and official seal.
My Commission Expires .
Notary Public
Page 3 of 3
TOWN OF ESTES PARK
By:
Title: _______________________________
State of )
) ss:
County of )
The foregoing instrument was acknowledged before me by ,
as of the Town of Estes Park, a Colorado municipal
corporation, on behalf of the corporation, this day of , 2025.
Witness my hand and official Seal.
My Commission expires .
Notary Public
APPROVED AS TO FORM:
Town Attorney
March 13, 2025
Town of Estes Park
Ms. Jacqui Wesley, PE
Project Manager - Utilities
170 MacGregor Avenue
Estes Park, CO 80517
Re: Carriage Hills Water System Improvements – 2025 and 2026 Construction Services
for Phases 1 and 2
Dear Jacqui:
In follow-up to our design and bidding phase services provided for the Carriage Hills Water
System Improvements project, we are pleased to submit this Scope of Services and Fee for
Construction Services in 2025 and 2026 for Phases 1 and 2 of the project for the Town of Estes
Park. AE2S Construction Services consists of performing construction contract administration
and limited as-needed construction inspection/observation support services on the project. A
detailed breakdown of our proposed scope of work is as follows:
Task 5 – Construction Contract Administration Services for Phases 1 and 2 in 2025 and
2026
1.Conduct Pre-Construction Meeting (prepare meeting agenda and after meeting notes).
2.Review material and equipment Shop Drawings and Operation and Maintenance
Manuals and distribute disposition of all submittals.
3.Interpret the Contract Documents (drawings and specifications) and answer questions.
4.Provide support and coordination to the Town’s on-site Resident Project Representative.
5.Coordinate Geotechnical Services for material, trench backfill and pavement compaction
and compliance testing.
6.Review and process up to sixteen (16) Contractor monthly Pay Applications, confirming
wage rate compliance.
7.Provide Loan and Grant Funding Administration and Reporting.
8.Process Change Orders.
9.Attend up to fifty-four (54) weekly as needed construction coordination and progress
Meetings with the Town and Contractor via Teams, (prepare meeting agenda and after
meeting notes).
10.Perform Substantial and Final Completion Inspections and prepare Punch List.
11.Review and finalize project Closeout Documents.
12.Prepare Record As-Constructed Drawings.
13.Project Management including staff resources guidance and allocation, monthly
invoicing, status reports, and bi-weekly internal progress meetings.
ATTACHMENT 3
Town of Estes Park
Carriage Hills Water System Improvements – 2025 Construction Services for Phases 1 and 2
Page 2 of 2
Task 6 – Construction Inspection/Observation Services for Phases 1 and 2 in 2025 and
2026
Construction inspection and observation services by AE2S are proposed to be provided on an
as-needed as requested hourly basis. Currently fourteen (14) one-day inspection trips are
scheduled to take place over the course of the Contractors anticipated 56-week construction
period. The actual number of inspection/observation trips and services will be based on the
Contractor’s actual construction schedule and the required and needed construction
inspection/observation support needed and requested by the Town. Construction
Inspection/Observation Services occur concurrently with the Construction Contract
Administration Services.
Project Schedule
We are estimating an overall 64-week period for project execution for the Construction Contract
Administration Services in 2025 and 2026 (not including a winter shut-down period) for Phases
1 and 2 construction of the Carriage Hills Water System Improvements, including a 56 week
period for Construction Inspection/Observation services.
Engineering Fees
Attached is our detailed Engineering Scope of Services and Fee Spreadsheet that outlines the
scope of services to be provided, the estimated time required for each task, and our estimated
engineering services fee for these services. The engineering services fee identified for the work
is based on current hourly salary rates we have in place with the Town, plus expenses. Only
salary and expense costs will be billed. As identified earlier, we plan to provide as-needed
inspection/observation services as requested by the Town and have currently budgeted for
fourteen one-day inspection/observation trips, one anticipated to occur every 4 weeks.
Please contact me at 303-949-7187 or David.Vidikan@ae2s.com if you have any questions or
would like to discuss our proposed scope of construction services. We look forward to
performing this work for the Town.
Sincerely,
AE2S
David C. Vidikan, PE
Senior Project Manager
Attachments:
AE2S Engineering Scope of Services and Fee Spreadsheet
3/12/2025
TASK NO TASK DESCRIPTION
Sr. Project
Manager 2 Engineer 4
Engineer 2
RPR
CAD
Technician
Sr. Designer 1
Project
Coordinator 1
Administration TOTAL TOTAL TRAVEL DIRECT TOTAL TOTAL
HOURS LABOR EXPENSES
SUB-
CONSULTANT
EXPENSES EXPENSES EXPENSES COST
Duration
(weeks)START FINISH
Vidikan Mehrens Blewett Hohn Kornbrust
2025 Billing Rate:$290.00 $196.00 $162.00 $188.00 $84.00
2026 Billing Rate:$302.00 $204.00 $168.00 $196.00 $125.00
TASK 5 - CONSTRUCTION CONTRACT ADMINISTRATION SERVICES IN 2025 FOR PHASES 1 AND 2 64 5/27/25
64 Weeks
Phases 1 and 2 - Construction Contract Administration Services
1 Conduct Pre-Construction Meeting (Prepare Agenda and Meeting Notes)10 4 12 2 28 $5,796 $400 $30 $430 $6,226
2 Review Material and Equipment Shop Drawings and O&M Manuals 8 40 48 $8,800 $50 $50 $8,850
3 Interpret Contract Documents and Answer Questions 16 8 144 168 $29,536 $170 $170 $29,706
4 Resident Project Representative Coordination and Support 24 56 80 $16,032 $80 $80 $16,112
5 Coordinate Geotechnical Services for Material, Backfill and Pavement Compaction and Compliance Testing 2 4 6 $1,228 $10 $10 $1,238
6 Review Sixteen (16) Contractor Monthly Pay Requests and confirm Wage Rate Compliance 16 32 16 64 $11,168 $65 $65 $11,233
7 Loan and Grant Funding Administration and Reporting 64 64 $12,544 $65 $65 $12,609
8 Process Change Orders 16 40 8 64 $11,792 $65 $65 $11,857
9 Attend Fifty-Four (54) Weekly Progress Meetings Via Teams (Prepare Agenda and Distributed Meeting Notes)54 108 162 $33,156 $160 $160 $33,316
10 Perform Substantial and Final Completion Inspections and Prepare Punch List 16 32 2 50 $9,992 $50 $50 $10,042
11 Review and Finalize Project Closeout Documents 4 8 4 16 $2,792 $15 $15 $2,807
12 Prepare Record Drawings 2 40 80 1 123 $22,184 $125 $125 $22,309
13 Project Management including Staff Resource Guidance and Allocation, Monthly Invoicing and Status Reports, Bi-Weekly Internal Progress Meetings 64 64 $18,560 $65 $65 $18,625
Phase 5 - Total Hours and Costs 232 76 516 80 33 937 $183,580 $400 $0 $950 $1,350 $184,930 64 5/27/25
TASK 6 - CONSTRUCTION INSPECTION / OBSERVATION SERVICES IN 2025 FOR PHASES 1 AND 2 56 6/25/25
54 Weeks
1 2025 Phases 1 and 2 - Construction Inspection / Observation Services (One Trip Every 4 Weeks = 7 Trips)70 70 $13,720 $2,800 $700 $3,500 $17,220
2 2026 Phases 1 and 2 - Construction Inspection / Observation Services (One Trip Every 4 Weeks = 7 Trips)70 70 $14,280 $2,800 $700 $3,500 $17,780
Phase 6 - Total Hours and Costs 0 140 0 0 0 140 $28,000 $5,600 $0 $1,400 $7,000 $35,000 56 6/25/25
TOTAL PROJECT HOURS 232 216 516 80 33 1,077
TOTAL PROJECT COSTS 64,728 40,608 70,692 14,480 2,673 $211,580 $6,000 $0 $2,350 $8,350 $219,930
Deliverable to Town of Estes Park
Meeting with Town of Estes Park
TOWN OF ESTES PARK
CARRAGE HILLS WATER SYSTEM IMPROVEMENTS - PHASES 1 AND 2
ENGINEERING SCOPE OF SERVICES AND FEE SPREADSHEET
LEVEL OF EFFORT (LABOR)EXPENSES SCHEDULE
2025 AND 2026 CONSTRUCTION SERVICES
AE2S 1 of 1
ATTACHMENT 4
The Town of Estes Park is committed to providing equitable access to our services. Contact us
if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org.
Memo
Through: Town Administrator Machalek
From: Trevor Wittwer, PE, Town Engineer
Department: Public Works Department
Date:
Subject:
Type:
July 22, 2025
Resolution 75-25 Intergovernmental Agreement with Colorado Department
of Transportation for Fiscal Year 2020 State of Colorado Senate Bill 267
Grant Funding to Redesign the Visitor Center Parking Lot (CDOT PO
#491003941). $136,845. Budgeted.
Resolution
Objective:
Public Works staff seek Town Board approval for this Intergovernmental Agreement
(IGA) with the Colorado Department of Transportation (CDOT) for the purpose of
accepting 2020 State of Colorado Senate Bill (SB) 267 grant funding to redesign the
surface parking lot and landscaped area surrounding the Estes Park Visitor Center (500
Big Thompson Avenue).
Present Situation:
In December 2019, CDOT requested that Public Works staff provide a high-level listing
of possible transit capital projects that might benefit from SB 267 funding. SB 267 set
aside $1.7 billion in State of Colorado grant funding to support mobility, safety and rural
pavement projects from Fiscal Year 2020 to 2024.
In response to CDOT’s request, several Public Works divisions (Parking & Transit,
Engineering, and Facilities) collaborated on a spreadsheet with project descriptions,
ease of implementation and rough cost estimates. This spreadsheet was submitted to
CDOT in December 2019 and, upon request from CDOT, updated several times in
spring and summer 2020. Among the projects included in this list was a redesign of the
Visitor Center parking lot.
In September 2020, CDOT notified Public Works of a $1,029,504 award through the SB
267 program to redesign the Visitor Center parking lot. CDOT indicated that this project
had been selected due to the lot’s proximity to US 34, US 36, Hwy 7, and the Town’s
parking structure, which means the lot naturally serves as a transit hub for the Town,
Rocky Mountain National Park, and Bustang.
The proposed improvements for this project include a newly designed layout for the
Visitor Center parking lot, which would identify preferred locations for vehicle parking
and bus layover; bus loading/unloading zones (for the Town’s free shuttles, Rocky
Mountain National Park Hiker Shuttle and Bustang to Estes); shuttle stops; ride-share
drop-off/pick-up locations; pedestrian circulation; electric vehicle infrastructure; bicycle
circulation and parking; and visitor-serving amenities including landscaping,
placemaking features, lighting, wayfinding, and informational signage.
The grant agreement before the Board this evening is only for the remaining design
portion of the project, a total of $136,845. This grant agreement was received in April
2022 after negotiations between Town and CDOT staff on project timing and local
match requirements. A separate grant agreement with CDOT for construction will be
brought to the Town Board upon completion of the design phase. Due to time
constraints and signing authority, an extension of this agreement in December of 2024
could not be executed prior to the expiration date of December 31, 2024. This new
agreement was created by CDOT which accounts for the funds already spent and
reimbursed under the original expired agreement.
Proposal:
Public Works staff recommend Town Board approval of the grant agreement with CDOT
for SB 267 grant funding to redesign the surface parking lot and landscaped area
surrounding the Estes Park Visitor Center. Town Engineer Wittwer will manage the
project with assistance from Parking & Transit Manager Klein.
Advantages:
• This project is in line with the defined purpose of Senate Bill 267 to support
transportation projects in Colorado with a specific focus on rural communities.
• This project would address increased transit vehicle traffic in the Visitor Center
parking area that would improve the vehicular flow and safety of a busy public
parking area.
• Transitioning the parking lot into a mobility hub – focused on modes beyond single-
occupancy vehicles like transit buses, bicycles and pedestrians – will benefit several
stakeholders including residents, visitors, local tour operators, and bus drivers.
Disadvantages:
• Acceptance of grant funding is accompanied with additional administrative burdens;
however, Town staff have recent experience managing a State grant of this type.
• Acceptance of grant funding always comes with risk that the project will not go as
planned; however, Town staff have a good working relationship with CDOT and will
actively work to identify and mitigate any challenges that may arise.
Action Recommended:
Public Works staff respectfully request that the Board authorize execution of the
proposed grant agreement with CDOT for the purpose of accepting 2020 State of
Colorado Senate Bill 267 grant funding to redesign the surface parking lot and
landscaped area surrounding the Estes Park Visitor Center.
Finance/Resource Impact:
For the design portion of the SB 267 project, the financial impact to the Town is as
follows:
SB 267 grant funds – design only: $ 109,476
Matching Town funds – design only (budgeted): $ 27,369
Total project cost – design only: $ 136,845
The Town’s local match has been identified in Streets Improvement 1A (Fund 260)
through a reallocation of funds that were already identified for parking lot resurfacing
work.
Current Impact: 260-2000-420.35-52 1A Streets, $136,845 expenditure,
$1,179,826 available budget as of 6-30-25.
Future Ongoing Impacts: Future ongoing expenditures on the design of this
parking lot are not expected to be impacted by this expenditure.
Future One Time Impacts: This is not expected to significantly impact future one
time costs.
Level of Public Interest:
Public interest in this item is likely low at this time; however, staff anticipate a robust
community engagement process during project design. The Transportation Advisory
Board has been receiving updates on this project at their regular monthly meetings and
will be engaged with design.
Sample Motion:
I move for the approval/denial of Resolution 75-25.
Attachments:
1. Resolution 75-25
2. CDOT IGA
RESOLUTION 75-25
APPROVING AN INTERGOVERNMENTAL AGREEMENT WITH COLORADO
DEPARTMENT OF TRANSPORATION FOR FISCAL YEAR 2020 STATE OF
COLORADO SENATE BILL 267 GRANT FUNDING TO REDESIGN THE VISITOR
CENTER PARKING LOT
WHEREAS, the Town Board desires to enter the intergovernmental agreement
referenced in the title of this resolution for the purpose of accepting 2020 State of
Colorado Senate Bill 267 grant funding to redesign the surface parking lot and
landscaped area surrounding the Estes Park Visitor Center; and
WHEREAS, the project will support the goals of the Statewide Transit Plan.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
THE TOWN OF ESTES PARK, COLORADO:
The Board approves, and authorizes the Mayor to sign, the intergovernmental
agreement referenced in the title of this resolution in substantially the form now before
the Board.
DATED this day of , 2025.
TOWN OF ESTES PARK
Mayor
ATTEST:
Town Clerk
APPROVED AS TO FORM:
Town Attorney
ATTACHMENT 1
Contract Number: 25-HTR-ZL-00229 / 491003941
Page 1 of 26
STATE OF COLORADO GRANT AGREEMENT
COVER PAGE
State Agency
Department of Transportation
Agreement Number/PO Number
25-HTR-ZL-00229 / 491003941
Grantee
Town of Estes Park
Agreement Performance Beginning Date
The Effective Date
Initial Agreement Expiration Date
December 31, 2026 Grant Agreement Amount
Initial Term Fund Expenditure End Date
December 31, 2026
SB-267 Funds Maximum Amount
Total for all Agreement Terms
$109,476.00
$109,476.00
Agreement Authority
Authority to enter into this Agreement exists in
CRS §§43-1-106, 43-1-110, 43-1-117, 43-2-
101(4)(c), 43-4-811(2), SB18-001, SB17-228 and
SB17-267.
Agreement Purpose
Senate Bill 17-267 "Concerning the Sustainability of Rural Colorado" authorizes funding to be used for this
project.
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Agreement:
1.Exhibit A, Statement of Work and Budget.
2.Exhibit B, Sample Option Letter.
3.Exhibit C, Title VI-Civil Rights.
In the event of a conflict or inconsistency between this Agreement and any Exhibit or attachment, such
conflict or inconsistency shall be resolved by reference to the documents in the following order of priority:
1.Exhibit C, Title VI-Civil Rights.
2.Colorado Special Provisions in §17 of the main body of this Agreement.
3.The provisions of the other sections of the main body of this Agreement.
4.Exhibit A, Statement of Work and Budget.
5. Executed Option Letters (if any).
Principal Representatives
For the State:
Brian Saller
Division of Transit and Rail
2829 W. Howard Place
Denver, CO 80204
brian.saller@state.co.us
For Grantee:
Dana Klein
Town of Estes Park
PO Box 1200
Estes Park, CO 80517
dklein@estes.org
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Contract Number: 25-HTR-ZL-00229 / 491003941
Page 2 of 26
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this
Agreement and to bind the Party authorizing such signature.
Grantee Signature
Town of Estes Park
By:_________________________
Name:_____Gary Hall_______
Title:____Mayor (or Designee)____
Date: _________________________
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By: ___________________________
Name: ________________________
Title: __________________________
Date: __________________________
2nd Grantee Signature – Town Attorney
By:_______________________
Name:____Dan Kramer__________
Title:_____Town Attorney________
Date: _________________________
3rd Grantee Signature – Town Clerk
By:_________________________
Name:____Jackie Williamson______
Title:_____Town Clerk___________
Date: _________________________
In accordance with §24-30-202, C.R.S., this Agreement is not valid until signed and dated below by the State
Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
___________________________________________
By: Department of Transportation
Effective Date:_____________________
Docusign Envelope ID: C3ABB337-AA79-44A0-8F60-64F75B5F9F57
Contract Number: 25-HTR-ZL-00229 / 491003941
Page 3 of 26
TABLE OF CONTENTS
1. PARTIES................................................................................................................................................. 3
2. TERM AND EFFECTIVE DATE .......................................................................................................... 3
3. DEFINITIONS ........................................................................................................................................ 4
4. STATEMENT OF WORK ...................................................................................................................... 6
5. PAYMENTS TO GRANTEE ................................................................................................................. 6
6. REPORTING - NOTIFICATION ........................................................................................................... 7
7. GRANTEE RECORDS ........................................................................................................................... 8
8. CONFIDENTIAL INFORMATION - STATE RECORDS .................................................................... 9
9. CONFLICTS OF INTEREST ............................................................................................................... 10
10. INSURANCE ........................................................................................................................................ 10
11. BREACH OF AGREEMENT ............................................................................................................... 12
12. REMEDIES ........................................................................................................................................... 12
13. DISPUTE RESOLUTION .................................................................................................................... 13
14. NOTICES and REPRESENTATIVES .................................................................................................. 13
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ...................................................... 14
16. GENERAL PROVISIONS .................................................................................................................... 14
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ..................................... 16
1. PARTIES
This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the
“Grantee”), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page
for this Agreement (the “State”). Grantee and the State agree to the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be
expended by the Fund Expenditure End Date shown on the Cover Page for this Agreement. The State shall
not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to
pay Grantee for any Work performed or expense incurred before the Effective Date, except as described in
§5.D, or after the Fund Expenditure End Date. If the Work will be performed in multiple phases , the period
of performance start and end date of each phase is detailed under the Project Schedule in Exhibit A.
B. Initial Term
The Parties’ respective performances under this Agreement shall commence on the Agreement Performance
Beginning Date shown on the Cover Page for this Agreement and shall terminate on the Initial Agreement
Expiration Date shown on the Cover Page for this Agreement (the “Initial Term”) unless sooner terminated
or further extended in accordance with the terms of this Agreement.
C. Extension Terms - State’s Option
The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the
Initial Term for a period, or for successive periods, of one year or less at the same rates and under the same
terms specified in this Agreement (each such period an “Extension Term”). In order to exercise this option,
the State shall provide written notice to Grantee in a form substantially equivalent to Sample Option Letter
attached to this Agreement.
D. End of Term Extension
If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at
its discretion, upon written notice to Grantee in a form substantially equivalent to the Sample Option Letter
attached to this Agreement, may unilaterally extend such Initial Term or Extension Term for a period not to
exceed two months (an “End of Term Extension”), regardless of whether additional Extension Terms are
available or not. The provisions of this Agreement in effect when such notice is given shall remain in effect
during the End of Term Extension. The End of Term Extension shall automatically terminate upon execution
of a replacement Agreement or modification extending the total term of this Agreement .
Docusign Envelope ID: C3ABB337-AA79-44A0-8F60-64F75B5F9F57
Contract Number: 25-HTR-ZL-00229 / 491003941
Page 4 of 26
E. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado as determined
by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the
State, the State, in its discretion, may terminate this Agreement in whole or in part. A determination that this
Agreement should be terminated in the public interest shall not be equivalent to a State right to terminate for
convenience. This subsection shall not apply to a termination of this Agreement by the State for Breach of
Agreement by Grantee, which shall be governed by §12.A.i.
i. Method and Content
The State shall notify Grantee of such termination in accordance with §14. The notice shall specify the
effective date of the termination and whether it affects all or a portion of this Agreement, and shall
include, to the extent practicable, the public interest justification for the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Grantee shall be subject to the
rights and obligations set forth in §12.A.i.a.
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Grantee an amount equal
to the percentage of the total reimbursement payable under this Agreement that corresponds to the
percentage of Work satisfactorily completed and accepted, as determined by the State, less payments
previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State,
the State may reimburse Grantee for a portion of actual out -of-pocket expenses, not otherwise
reimbursed under this Agreement, incurred by Grantee which are directly attributable to the uncompleted
portion of Grantee’s obligations, provided that the sum of any and all reimbursement shall not exceed
the Grant Maximum Amount payable to Grantee hereunder.
F. Grantee’s Termination Under State Requirements
Grantee may request termination of this Grant by sending notice to the State, which includes the reasons for
the termination and the effective date of the termination. If this Grant is terminated in this manner, then
Grantee shall return any advanced payments made for work that will not be performed prior to the effective
date of the termination.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. “Agreement” means this agreement, including all attached Exhibits, all documents incorporated by
reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. “Breach of Agreement” means the failure of a Party to perform any of its obligations in accordance with
this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings under
any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a
receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 30
days after the institution of such proceeding, shall also constitute a breach. If Grantee is debarred or
suspended under §24-109-105, C.R.S., at any time during the term of this Agreement, then such debarment
or suspension shall constitute a breach.
C. “Budget” means the budget for the Work described in Exhibit A.
D. “Business Day” means any day other than Saturday, Sunday, or a legal holiday as listed in §24 -11-101(1),
C.R.S.
E. “CORA” means the Colorado Open Records Act, §§24 -72-200.1, et seq., C.R.S.
F. “Deliverable” means the outcome to be achieved or output to be provided, in the form of a tangible or
intangible Good or Service that is produced as a result of Grantee’s Work that is intended to be delivered by
Grantee.
G. “Effective Date” means the date on which this Agreement is approved and signed by the Colorado State
Controller or designee, as shown on the Signature Page for this Agreement.
H. “End of Term Extension” means the time period defined in §2.D.
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I. “Exhibits” means the exhibits and attachments included with this Agreement as shown on the Cover Page
for this Agreement.
J. “Extension Term” means the time period defined in §2.C.
K. “Goods” means any movable material acquired, produced, or delivered by Grantee as set forth in this
Agreement and shall include any movable material acquired, produced, or delivered by Grantee in connection
with the Services.
L. “Grant Funds” means the funds that have been appropriated, designated, encumbered, or otherwise made
available for payment by the State under this Agreement.
M. “Grant Maximum Amount” means an amount equal to the total of Grant Funds for this Agreement.
N. “Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the
unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or
information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et
seq., C.R.S. Incidents include, without limitation (i) successful attempts to gain unauthorized access to a State
system or State Records regardless of where such information is located; (ii) unwanted disruption or denial
of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes
to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction,
or consent.
O. “Initial Term” means the time period defined in §2.B.
P. “Matching Funds” (Local Funds) means the funds provided by Grantee as a match required to receive the
Grant Funds.
Q. “Party” means the State or Grantee, and “Parties” means both the State and Grantee.
R. “PII” means personally identifiable information including, without limitation, any information maintained
by the State about an individual that can be used to distinguish or trace an individual’s identity, such as name,
social security number, date and place of birth, mother‘s maiden name, or biometric records. PII includes,
but is not limited to, all information defined as personally identifiable information i n §§24-72-501 and 24-
73-101, C.R.S.
S. “Services” means the services to be performed by Grantee as set forth in this Agreement, and shall include
any services to be rendered by Grantee in connection with the Goods.
T. “State Confidential Information” means any and all State Records not subject to disclosure under CORA.
State Confidential Information shall include, but is not limited to PII, and State personnel records not subject
to disclosure under CORA. State Confidential Information shall not include in formation or data concerning
individuals that is not deemed confidential but nevertheless belongs to the State, which has been
communicated, furnished, or disclosed by the State to Grantee which (i) is subject to disclosure pursuant to
CORA; (ii) is already known to Grantee without restrictions at the time of its disclosure to Grantee; (iii) is or
subsequently becomes publicly available without breach of any obligation owed by Grantee to the State; (iv)
is disclosed to Grantee, without confidentiality obligations, by a third party who has the right to disclose such
information; or (v) was independently developed without reliance on any State Confidential Information.
U. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-
30-202(13)(a), C.R.S.
V. “State Fiscal Year” means a 12 month period beginning on July 1 of each calendar year and ending on June
30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal
Year ending in that calendar year.
W. “State Records” means any and all State data, information, and records, regardless of physical form.
X. “Subcontractor” means any third party engaged by Grantee to aid in performance of the Work.
“Subcontractor” also includes sub-grantees of Grant Funds.
Y. “Work” means the Goods delivered and Services performed pursuant to this Agreement.
Z. “Work Product” means the tangible and intangible results of the Work, whether finished or unfinished,
including drafts. Work Product includes, but is not limited to, documents, text, software (including source
code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives,
pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, information, and
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Contract Number: 25-HTR-ZL-00229 / 491003941
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any other results of the Work. “Work Product” does not include any material that was developed prior to the
Effective Date that is used, without modification, in the performance of the Work.
Any other term used in this Agreement that is defined elsewhere in this Agreement or in an Exhibit shall be
construed and interpreted as defined in that section.
4. STATEMENT OF WORK
Grantee shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit
A. The State shall have no liability to compensate Grantee for the delivery of any goods or the performance of
any services that are not specifically set forth in this Agreement.
5. PAYMENTS TO GRANTEE
A. Grant Maximum Amount
Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay
Grantee any amount under this Agreement that exceeds the Grant Maximum Amount for that State Fiscal
Year shown on the Cover Page of this Agreement as “SB-267 Funds Maximum Amount”.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Grantee in the amounts and in accordance with the conditions set forth in Exhibit
A.
b. Grantee shall initiate payment requests by invoice to the State, in a form and manner approved by
the State.
c. Any advance payment allowed under this Agreement, shall comply with State Fiscal Rules and be
made in accordance with the provisions of this Agreement and its Exhibits. Eligibility and
submission for advance payment is subject to State approval and must include approved
documentation in the form and manner set forth and approved by the State.
d. The State shall pay each invoice within 45 days following the State’s receipt of that invoice, so long
as the amount invoiced correctly represents Work completed by Grantee and previously accepted
by the State during the term that the invoice covers. If the State determines that the amount of any
invoice is not correct, then Grantee shall make all changes necessary to corre ct that invoice.
e. The acceptance of an invoice shall not constitute acceptance of any Work performed or Deliverables
provided under this Agreement.
ii. Interest
Amounts not paid by the State within 45 days of the State’s acceptance of the invoice shall b ear interest
on the unpaid balance beginning on the 45th day at the rate of 1% per month, as required by §24 -30-
202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts
that the State disputes in writing. Grantee shall invoice the State separately for accrued interest on
delinquent amounts, and the invoice shall reference the delinquent payment, the number of days’ interest
to be paid and the interest rate.
iii. Payment Disputes
If Grantee disputes any calculation, determination or amount of any payment, Grantee shall notify the
State in writing of its dispute within 30 days following the earlier to occur of Grantee’s receipt of the
payment or notification of the determination or calculation of the payment by the State. The State will
review the information presented by Grantee and may make changes to its determination based on this
review. The calculation, determination or payment amount that results from the State’s review shall not
be subject to additional dispute under this subsection. No payment subject to a dispute under this
subsection shall be due until after the State has concluded its review, and the State shall not pay any
interest on any amount during the period it is subject to dispute under this subsection.
iv. Available Funds-Contingency-Termination
The State is prohibited by law from making commitments beyond the term of the current State Fiscal
Year. Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and
continuing availability of Grant Funds in any subsequent year (as provided in the Colorado Special
Provisions). If federal funds or funds from any other non -State funds constitute all or some of the Grant
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Funds, the State’s obligation to pay Grantee shall be contingent upon such non-State funding continuing
to be made available for payment. Payments to be made pursuant to this Agreement shall be made only
from Grant Funds, and the State’s liability for such payments shall be limited to the amount remaining
of such Grant Funds. If State, federal or other funds are not appropriated, or otherwise become
unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in
whole or in part, without incurring further liability. The State shall, however, remain obligated to pay
for Services and Goods that are delivered and accepted prior to the effective date of notice of termination,
and this termination shall otherwise be treated as if this Agreement were terminated in the public interest
as described in §2.E.
C. Matching Funds
Grantee shall provide Matching Funds as provided in §5.A and Exhibit A. Grantee shall have raised the full
amount of Matching Funds prior to the Effective Date and shall report to the State regarding the stat us of
such funds upon request. Grantee’s obligation to pay all or any part of any Matching Funds, whether direct
or contingent, only extends to funds duly and lawfully appropriated for the purposes of this Agreement by
the authorized representatives of Grantee and paid into Grantee’s treasury or bank account. Grantee
represents to the State that the amount designated “Grantee’s Matching Funds” in Exhibit A has been legally
appropriated for the purposes of this Agreement by its authorized representatives and paid into its treasury
or bank account. Grantee does not by this Agreement irrevocably pledge present cash reserves for payments
in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Grantee. If
Grantee is a public entity, Grantee shall not pay or be liable for any claimed interest, late charges, fees, taxes
or penalties of any nature, except as required by Grantee’s laws or policies .
D. Reimbursement of Grantee Costs
i. Any costs incurred by Grantee prior to the Effective Date shall not be reimbursed.
ii. The State shall reimburse Grantee’s allowable costs, not exceeding the Grant Maximum Amount shown
on the Cover Page of this Agreement and on Exhibit A for all allowable costs described in this
Agreement and shown in Exhibit A, except that Grantee may adjust the amounts between each line item
of Exhibit A without formal modification to this Agreement as long as the Grantee provides notice to
the State of the change, the change does not modify the Grant Maximum Amount of this Agreement or
the Grant Maximum Amount for any State Fiscal Year, and the change does not modify any requirements
of the Work.
iii. The State shall only reimburse allowable costs described in this Agreement and shown in the Budget if
those costs are:
a. Reasonable and necessary to accomplish the Work and for the Goods and Services provided; and
b. Equal to the actual net cost to Grantee (i.e. the price paid minus any items of value received by
Grantee that reduce the cost actually incurred.)
iv. Grantee’s costs for Work performed after the Fund Expenditure End Date shown on the Signature and
Cover Page for this Agreement, or after any phase performance period end date for a respective phase
of the Work, shall not be reimbursable. Grantee shall initiate any payment request by submitting invoices
to the State in the form and manner set forth and approved by the State .
E. Close-Out
Grantee shall close out this Award within 45 days after the Fund Expenditure End Date shown on the Cover
Page for this Agreement. To complete close-out, Grantee shall submit to the State all Deliverables (including
documentation) as defined in this Agreement and Grantee’s final reimbursement request or invoice. The State
will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the
State as substantially complete.
6. REPORTING - NOTIFICATION
A. Quarterly Reports
In addition to any reports required pursuant to any other Exhibit, for any Agreement having a term longer
than three months, Grantee shall submit, on a quarterly basis, a written report specifying progress made for
each specified performance measure and standard in this Agreement. Such progress report shall be in
accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted
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to the State not later than five Business Days following the end of each calendar quarter or at such time as
otherwise specified by the State.
B. Litigation Reporting
If Grantee is served with a pleading or other document in connection with an action before a court or other
administrative decision making body, and such pleading or document relates to this Agreement or may affect
Grantee’s ability to perform its obligations under this Agreement, Grantee shall, within 10 days after being
served, notify the State of such action and deliver copies of such pleading or document to the State’s Principal
Representative identified on the Cover Page for this Agreement.
C. Performance and Final Status
Grantee shall submit all financial, performance and other reports to the State no later than 45 calendar days
after the end of the Initial Term if no Extension Terms are exercised, or the final Extension Term exercised
by the State, containing an evaluation and review of Grantee ’s performance and the final status of Grantee’s
obligations hereunder.
D. Violations Reporting
Grantee shall disclose, in a timely manner, in writing to the State, all violations of State criminal law
involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. The State may impose
any penalties for noncompliance allowed under 2 CFR Part 180 and 31 U.S.C. 3321, which may include,
without limitation, suspension or debarment.
7. GRANTEE RECORDS
A. Maintenance
Grantee shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of
all records, documents, communications, notes and other written materials, electronic media files, and
communications, pertaining in any manner to the Work and the del ivery of Services (including, but not
limited to, the operation of programs) or Goods hereunder (collectively, the “Grantee Records”). Grantee
shall maintain such records for a period of three years following the date of submission to the State of the
final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission
of each quarterly or annual report, respectively (the “Record Retention Period”). If any litigation, claim, or
audit related to this Award starts before expiration of the Record Retention Period, the Record Retention
Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by
the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit,
oversight or indirect costs, and the State, may notify Grantee in writing that the Record Retention Period
shall be extended. For records for real property and equipment, the Record Retention Period shall extend
three years following final disposition of such property.
B. Inspection
Grantee shall permit the State and any other duly authorized agent of the State to audit, inspect, examine,
excerpt, copy and transcribe Grantee Records during the Record Retention Period. Grantee shall make
Grantee Records available during normal business hours at Grantee’s office or place of business, or at other
mutually agreed upon times or locations, upon no fewer than two Business Days’ notice from the State, unless
the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the
State.
C. Monitoring
The State and any other duly authorized agent of the State, in its discretion, may monitor Grantee’s
performance of its obligations under this Agreement using procedures as determined by the State. The State
shall have the right, in its sole discretion, to change its monitoring procedures and requirements at any time
during the term of this Agreement. The State shall monitor Grantee’s performance in a manner that does not
unduly interfere with Grantee’s performance of the Work.
D. Final Audit Report
Grantee shall promptly submit to the State a copy of any final audit report of an audit performed on Grantee’s
records that relates to or affects this Agreement or the Work, whether the audit is conducted by Grantee or a
third party.
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8. CONFIDENTIAL INFORMATION - STATE RECORDS
A. Confidentiality
Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless
those State Records are publicly available. Grantee shall not, without prior written approval of the State, use,
publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except
as otherwise stated in this Agreement, permitted by law or approved in writing by the State. Grantee shall
provide for the security of all State Confidential Information in accordance with all applicable laws, rules,
policies, publications, and guidelines. Grantee shall immediately forward any reques t or demand for State
Records to the State’s Principal Representative identified on the Cover Page of this Agreement .
B. Other Entity Access and Nondisclosure Agreements
Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to
perform the Work, but shall restrict access to State Confidential Information to those agents, employees,
assigns and Subcontractors who require access to perform their obligations under this Agreement. Grantee
shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing
nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure
provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State
Confidential Information. Grantee shall provide copies of those signed nondisclosure provisions to the State
upon execution of the nondisclosure provisions if requested by the State.
C. Use, Security, and Retention
Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable
laws and regulations only in facilities located within the United States, and shall maintain a secure
environment that ensures confidentiality of all State Confidential Information. Grantee shall provide the State
with access, subject to Grantee’s reasonable security requirements, for purposes of inspecting and monitoring
access and use of State Confidential Information and evaluating security control effectiveness. Up on the
expiration or termination of this Agreement, Grantee shall return State Records provided to Grantee or
destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is
prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants
it will guarantee the confidentiality of, and cease to use, such State Confidential Information .
D. Incident Notice and Remediation
If Grantee becomes aware of any Incident, Grantee shall notify the State immediately and cooperate with the
State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the
State. Unless Grantee can establish that Grantee, and its agents, employees, and Subcontra ctors are not the
cause or source of the Incident, Grantee shall be responsible for the cost of notifying each person who may
have been impacted by the Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring
a similar type of Incident in the future as directed by the State, which may include, but is not limited to,
developing and implementing a remediation plan that is approved by the State at no additional cost to the
State. The State may adjust or direct modifications to this plan, in its sole discretion and Grantee shall make
all modifications as directed by the State. If Grantee cannot produce its analysis and plan within the allotted
time, the State, in its sole discretion, may perform such analysis and produce a remediatio n plan, and Grantee
shall reimburse the State for the reasonable costs thereof. The State may, in its sole discretion and at
Grantee’s sole expense, require Grantee to engage the services of an independent, qualified, State-approved
third party to conduct a security audit. Grantee shall provide the State with the results of such audit and
evidence of Grantee’s planned remediation in response to any negative findings .
E. Data Protection and Handling
Grantee shall ensure that all State Records and Work Product in the possession of Grantee or any
Subcontractors are protected and handled in accordance with the requirements of this Agreement, including
the requirements of any Exhibits hereto, at all times. As used in this section, the protections afforded Work
Product only apply to Work Product that requires confidential treatment.
F. Safeguarding PII
If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee shall provide
for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State
non-disclosure requirements, use of appropriate technology, security practices, computer access security,
data access security, data storage encryption, data transmission encryption, security inspe ctions, and audits.
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Grantee shall be a “Third-Party Service Provider” as defined in §24-73-103(1)(i), C.R.S., and shall maintain
security procedures and practices consistent with §§24 -73-101, et seq., C.R.S.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any way
with the full performance of the obligations of Grantee under this Agreement. Such a conflict of interest
would arise when a Grantee or Subcontractor’s employee, officer or agent were to offer or provide any
tangible personal benefit to an employee of the State, or any member of his or her immediate family or his
or her partner, related to the award of, entry into or management or oversight o f this Agreement.
B. Apparent Conflicts of Interest
Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall
be harmful to the State’s interests. Absent the State’s prior written approval, Grantee shall refrain from any
practices, activities or relationships that reasonably appear to be in conflict with the full performance of
Grantee’s obligations under this Agreement.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the
appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the
relevant details for the State’s consideration. Failure to promptly submit a disclosure state ment or to follow
the State’s direction in regard to the actual or apparent conflict constitutes a breach of this Agreement.
D. Grantee acknowledges that all State employees are subject to the ethical principles described in §24-18-105,
C.R.S. Grantee further acknowledges that State employees may be subject to the requirements of
§24-18-105, C.R.S., with regard to this Agreement. For the avoidance of doubt, an actual or apparent conflict
of interest shall exist if Grantee employs or contracts with any State employee, any former State employee
within six months following such employee’s termination of employment with the State, or any immediate
family member of such current or former State employee. Grantee shall provide a disclosure statement as
described in §9.C. no later than ten days following entry into a contractual or employment relationship as
described in this section. Failure to timely submit a disclosure statement shall constitute a Breach of
Agreement. Grantee may also be subject to such penalties as are allowed by law.
10. INSURANCE
Grantee shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as
specified in this section at all times during the term of this Agreement. All insurance policies required by this
Agreement that are not provided through self-insurance shall be issued by insurance companies as approved by
the State.
A. Workers’ Compensation
Workers’ compensation insurance as required by state statute, and employers’ liability insurance cover ing
all Grantee or Subcontractor employees acting within the course and scope of their employment .
B. General Liability
Commercial general liability insurance covering premises operations, fire damage, independent contractors,
products and completed operations, blanket contractual liability, personal injury, and advertising liability
with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any 1 fire.
C. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non -owned autos) with a
minimum limit of $1,000,000 each accident combined single limit .
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D. Protected Information
Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax
Information, and CJI, and claims based on alleged violations of privacy rights through improper use or
disclosure of protected information with minimum limits as follows :
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any negligent act with
minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Additional Insured
The State shall be named as additional insured on all commercial general liability policies (leases and
construction contracts require additional insured coverage for completed operations) required of Grantee and
Subcontractors.
H. Primacy of Coverage
Coverage required of Grantee and each Subcontractor shall be primary over any insurance or self -insurance
program carried by Grantee or the State.
I. Cancellation
All insurance policies shall include provisions preventing cancellation or non -renewal, except for
cancellation based on non-payment of premiums, without at least 30 days prior notice to Grantee and Grantee
shall forward such notice to the State in accordance with §14 within 7 days of Grantee’s receipt of such
notice.
J. Subrogation Waiver
All insurance policies secured or maintained by Grantee or its Subcontractors in relation to this Agreement
shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise
against Grantee or the State, its agencies, institutions, organizations, officers, agents, employees, and
volunteers.
K. Public Entities
If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24 -10-101,
et seq., C.R.S. (the “GIA”), Grantee shall maintain, in lieu of the liability insurance requirements stated
above, at all times during the term of this Agreement such liability insurance, by commercial policy or self -
insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within the
meaning of the GIA, Grantee shall ensure that the Subcontractor maintain at all times during the terms of this
Grantee, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial
policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA.
L. Certificates
For each insurance plan provided by Grantee under this Agreement, Grantee shall provide to the State
certificates evidencing Grantee’s insurance coverage required in this Agreement prior to the Effective Date.
Grantee shall provide to the State certificates evidencing Subcontractor insurance coverage required under
this Agreement prior to the Effective Date, except that, if Grantee’s subcontract is no t in effect as of the
Effective Date, Grantee shall provide to the State certificates showing Subcontractor insurance coverage
required under this Agreement within seven Business Days following Grantee’s execution of the subcontract.
No later than 15 days before the expiration date of Grantee’s or any Subcontractor’s coverage, Grantee shall
deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the
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term of this Agreement, upon request by the State, Grantee shall, within seven Business Days following the
request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions
of this section.
11. BREACH OF AGREEMENT
In the event of a Breach of Agreement, the aggrieved Party shall give written notice of Breach of Agreement
to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the
delivery of written notice, the Party may exercise any of the remedies as described in §12 for that Party.
Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide
notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any
other remedy in this Agreement in order to protect the public interest of the State; or if Grantee is debarred
or suspended under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure period
and may terminate this Agreement in whole or in part or institute any other remedy in this Agreement as of
the date that the debarment or suspension takes effect.
12. REMEDIES
A. State’s Remedies
If Grantee is in breach under any provision of this Agreement and fails to cure such breach, the State,
following the notice and cure period set forth in §11, shall have all of the remedies listed in this section in
addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the
remedies available to it, in its discretion, concurrently or consecutively.
i. Termination for Breach of Agreement
In the event of Grantee’s uncured breach, the State may terminate this entire Agreement or any part of
this Agreement. Grantee shall continue performance of this Agreement to the extent not terminated, if
any.
a. Obligations and Rights
To the extent specified in any termination notice, Grantee shall not incur further obligations or
render further performance past the effective date of such notice, and shall terminate outstanding
orders and subcontracts with third parties. However, Grantee shall complete and deliver to the State
all Work not cancelled by the termination notice, and may incur obligations as necessary to do so
within this Agreement’s terms. At the request of the State, Grantee shall assign to the State all of
Grantee’s rights, title, and interest in and to such terminated orders or subcontracts. Upon
termination, Grantee shall take timely, reasonable and necessary action to protect and preserve
property in the possession of Grantee but in which the State has an interest. At the State’s request,
Grantee shall return materials owned by the State in Grantee’s possession at the time of any
termination. Grantee shall deliver all completed Work Product and all Wo rk Product that was in the
process of completion to the State at the State’s request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Grantee for accepted Work
received as of the date of termination. If, after termination by the State, the State agrees that Grantee
was not in breach or that Grantee’s action or inaction was excusable, such termination shall be
treated as a termination in the public interest, and the rights and obligations of the Parties shall be
as if this Agreement had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Grantee shall remain liable to the State for
any damages sustained by the State in connection with any breach b y Grantee, and the State may
withhold payment to Grantee for the purpose of mitigating the State’s damages until such time as
the exact amount of damages due to the State from Grantee is determined. The State may withhold
any amount that may be due Grantee as the State deems necessary to protect the State against loss
including, without limitation, loss as a result of outstanding liens and excess costs incurred by the
State in procuring from third parties replacement Work as cover .
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
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a. Suspend Performance
Suspend Grantee’s performance with respect to all or any portion of the Work pending corrective
action as specified by the State without entitling Grantee to an adjustment in price or cost or an
adjustment in the performance schedule. Grantee shall promptly cease performing Work and
incurring costs in accordance with the State’s directive, and the State shall not be liable for costs
incurred by Grantee after the suspension of performance.
b. Withhold Payment
Withhold payment to Grantee until Grantee corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Grantee’s actions or inactions, cannot be
performed or if they were performed are reasonably of no value to the State; provided, that any
denial of payment shall be equal to the value of the obligations not performed .
d. Removal
Demand immediate removal of any of Grantee’s employees, agents, or Sub contractors from the
Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise
unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary
to the public interest or the State’s best interest.
e. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any Work is likely to
infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee
shall, as approved by the State (i) secure that right to use such Work for the State and Grantee; (ii)
replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing;
or, (iii) remove any infringing Work and refund the amount paid for such Work to the State.
B. Grantee’s Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach, Grantee, following
the notice and cure period in §11 and the dispute resolution process in §13 shall have all remedies available
at law and equity.
13. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement
which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior
departmental management staff member designated by the State and a senior manager designated by Grantee
for resolution.
B. Resolution of Controversies
If the initial resolution described in §13.A fails to resolve the dispute within 10 Business Days, Grantee shall
submit any alleged breach of this Agreement by the State to the Procurement Official of the State Agency
named on the Cover Page of this Agreement as described in §24 -101-301(30), C.R.S., for resolution
following the same resolution of controversies process as described in §§24 -106-109, and 24-109-101.1
through 24-109-505, C.R.S., (collectively, the “Resolution Statutes”), except that if Grantee wishes to
challenge any decision rendered by the Pro curement Official, Grantee’s challenge shall be an appeal to the
executive director of the Department of Personnel and Administration, or their delegate, in the same manner
as described in the Resolution Statutes before Grantee pursues any further action. Except as otherwise stated
in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time
limitations regardless of whether the Colorado Procurement Code applies to this Agreement .
14. NOTICES and REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the
principal representative of the designating Party. All notices required or permitted to be given under this
Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or
registered mail to such Party’s principal representative at the address set forth on the Cover Page for this
Agreement or (C) as an email with read receipt requested to the principal representative at the email address, if
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any, set forth on the Cover Page for this Agreement. If a Party delivers a notice to another through email and the
email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party
delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to
such Party’s principal representative at the address set forth on the Cover Page for this Agreement. Either Party
may change its principal representative or principal representative contact information, or may designate specific
other individuals to receive certain types of notices in addition to or in lieu of a principal representative, by notice
submitted in accordance with this section without a formal amendment to this Agreement. Unless otherwise
provided in this Agreement, notices shall be effective upon delivery of the written notice.
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Whether or not Grantee is under contract with the State at the time, Grantee shall execute applications,
assignments, and other documents, and shall render all other reasonable assistance requested by the State, to
enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the
Work Product. The Parties intend the Work Product to be works made for hire. Grantee assigns to the State
and its successors and assigns, the entire right, title, and interest in and to all causes of action , either in law
or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product
and all works based on, derived from, or incorporating the Work Product .
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, all State Records, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes, studies, data,
images, photographs, negatives, pictures, drawings, d esigns, models, surveys, maps, materials, ideas,
concepts, know-how, and information provided by or on behalf of the State to Grantee are the exclusive
property of the State (collectively, “State Materials”). Grantee shall not use, willingly allow, cause o r permit
Work Product or State Materials to be used for any purpose other than the performance of Grantee’s
obligations in this Agreement without the prior written consent of the State. Upon termination of this
Agreement for any reason, Grantee shall provide all Work Product and State Materials to the State in a form
and manner as directed by the State.
C. Exclusive Property of Grantee
Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or
licensed to Grantee including, but not limited to, all pre-existing software, licensed products, associated
source code, machine code, text images, audio and/or video, and third -party materials, delivered by Grantee
under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively,
“Grantee Property”). Grantee Property shall be licensed to the State as set forth in this Agreement or a State
approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the
applicable third-party vendor, or (iii) in the case of open source software, the license terms set forth in the
applicable open source license agreement.
16. GENERAL PROVISIONS
A. Assignment
Grantee’s rights and obligations under this Agree ment are personal and may not be transferred or assigned
without the prior, written consent of the State. Any attempt at assignment or transfer without such consent
shall be void. Any assignment or transfer of Grantee’s rights and obligations approved by t he State shall be
subject to the provisions of this Agreement.
B. Subcontracts
Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this
Agreement without providing notice to the State. The State may reject any such Subcontractor, and Grantee
shall terminate any subcontract that is rejected by the State and shall not allow any Subcontractor to perform
any work after that Subcontractor’s subcontract has been rejected by the State. Grantee shall submit to the
State a copy of each such subgrant or subcontract upon request by the State. All subgrants and subcontracts
entered into by Grantee in connection with this Agreement shall comply with all applicable federal and state
laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be
subject to all provisions of this Agreement.
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C. Binding Effect
Except as otherwise provided in §16.A., all provisions of this Agreement, including the benefits and burdens,
shall extend to and be binding upon the Parties’ respective successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and the
performance of such Party’s obligations have been duly authorized .
E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall not be used to
interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or
using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections,
exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted .
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed
to be an original, but all of which, taken together, shall constitute one and the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all und erstandings between the Parties related to the
Work, and all prior representations and understandings related to the Work, oral or written, are merged into
this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not
have any force or effect whatsoever, unless embodied herein .
H. Digital Signatures
If any signatory signs this Agreement using a digital signature in accordance with the Colorado State
Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under
the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system
through which that signatory signed shall be incorporated into this Agreement by reference .
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective
if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with
applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other
than Agreement amendments, shall conform to the policies issued by the Colorado State Controller .
J. Statutes, Regulations, Fiscal Rules, and Other Authority
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority
shall be interpreted to refer to such authority then current, as may have been changed or amended since the
Effective Date of this Agreement.
K. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in
any terms, conditions, or agreements appearing on Grantee’s or a Subcontractor’s website or any provision
incorporated into any click-through or online agreements related to the Work unless that provision is
specifically referenced in this Agreement.
L. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided
that the Parties can continue to perform their obligations under this Agreement in accordance with the intent
of this Agreement.
M. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of this
Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by the other
Party.
N. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal
Excise Tax Exemption Certificate of Registry No. 84 -730123K) and from State and local government sales
and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption Identification Number
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98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of
whether any political subdivision of the State imposes such taxes on Grantee. Grantee sha ll be solely
responsible for any exemptions from the collection of excise, sales or use taxes that Grantee may wish to
have in place in connection with this Agreement.
O. Third Party Beneficiaries
Except for the Parties’ respective successors and assigns described in §16.A., this Agreement does not and is
not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement
of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. A ny services or
benefits which third parties receive as a result of this Agreement are incidental to this Agreement, and do not
create any rights for such third parties.
P. Waiver
A Party’s failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit
or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right,
power, or privilege preclude any other or further exercise of such right, power, or privilege .
Q. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and standards
required under §24-106-107, C.R.S., if any, are subject to public release through the CORA.
R. Standard and Manner of Performance
Grantee shall perform its obligations under this Agreement in accordance with the highest standards of care,
skill and diligence in Grantee’s industry, trade, or profession.
S. Licenses, Permits, and Other Authorizations.
i. Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of this
Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required
to perform its obligations under this Agreement, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times during the term of their employment, agency or
Subcontractor, all license, certifications, permits and other authorizations required to perform their
obligations in relation to this Agreement.
ii. Grantee, if a foreign corporation or other foreign entity transacting business in the State of Colorado,
shall obtain prior to the Effective Date and maintain at all times during the term of this Agreement, at
its sole expense, a certificate of authority to transact business in the State of Colorado and designate a
registered agent in Colorado to accept service of process.
T. Federal Provisions
Grantee shall comply with all applicable requirements of Exhibit C at all times during the term of this
Agreement.
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all agreements except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. If
this Agreement is for a Major Information Technology Project, as defined in §24 -37.5-102(2.6), C.R.S., then
this Agreement shall not be valid until it has been approved by the State’s Chief Information Officer or
designee..
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for
that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State, its
departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled
and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the
Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State’s risk management
statutes, §§24-30-1501, et seq., C.R.S. No term or condition of this Agreement shall be construed or
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interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other
provisions, contained in these statutes.
D. INDEPENDENT CONTRACTOR.
Grantee shall perform its duties hereunder as an independent contractor a nd not as an employee. Neither
Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State.
Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or
understanding, except as expressly set forth herein. Grantee and its employees and agents are not entitled
to unemployment insurance or workers compensation benefits through the State and the State shall
not pay for or otherwise provide such coverage for Grantee or any of its agents or employees. Grantee
shall pay when due all applicable employment taxes and income taxes and local head taxes incurred
pursuant to this Agreement. Grantee shall (i) provide and keep in force workers’ compensation and
unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof
when requested by the State, and (iii) be solely responsible for its acts and those of its employees and
agents.
E. COMPLIANCE WITH LAW.
Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter
established, including, without limitation, laws applicable to discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this
Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the
City and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Agreement that requires the State to indemnify or hold Grantee harmless; requires
the State to agree to binding arbitration; limits Grantee’s liability for damages resulting from death, bodily
injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab ini tio.
Nothing in this Agreement shall be construed as a waiver of any provision of §24 -106-109, C.R.S.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions.
Grantee hereby certifies and warrants that, during the term of this Agreement and any extensions, Grantee
has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds.
If the State determines that Grantee is in violation of this provision, the State may exercise any remedy
available at law or in equity or under this Agreement, including, without limitation, imm ediate termination
of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507,
C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest
whatsoever in the service or property described in this Agreement. Grantee has no interest and shall not
acquire any interest, direct or indirect, that would conflict in any manner or d egree with the performance of
Grantee’s services and Grantee shall not employ any person having such known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller
may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for:
(i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or
other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division
of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation
Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action.
The State may also recover, at the State’s discretion, payments made to Grantee in error for any reason,
including, but not limited to, overpayments or improper payments, and unexpended or excess funds received
by Grantee by deduction from subsequent payments under this Agreement, deduction from any payment due
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under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate
method for collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory
services or fund management services, sponsored projects, intergovernmental agreements, or information
technology services or products and services] Grantee certifies, warrants, and agrees that it does not
knowingly employ or contract with an illegal alien who will perform work under this Agreement a nd will
confirm the employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Agreement, through participation in the E-Verify Program or the State verification
program established pursuant to §8-17.5-102(5)(c), C.R.S., Grantee shall not knowingly employ or contract
with an illegal alien to perform work under this Agreement or enter into a contract with a Subcontractor that
fails to certify to Grantee that the Subcontractor shall not knowingly employ or contract with an illegal alien
to perform work under this Agreement. Grantee (i) shall not use E-Verify Program or the program procedures
of the Colorado Department of Labor and Employment (“Department Program”) to undertake pre -
employment screening of job applicants while this Agreement is being performed, (ii) shall notify the
Subcontractor and the contracting State agency or institution of higher education within three days if Grantee
has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under
this Agreement, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting
with the illegal alien within three days of receiving the notice, and (iv) shall comply with reasonable requests
made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado
Department of Labor and Employment. If Grantee participates in the Department program, Grantee shall
deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written,
notarized affirmation, affirming that Grantee has examined the legal work status of such employee, and shall
comply with all of the other requirements of the Department program. If Grantee fails to comply with any
requirement of this provision or §§8 -17.5-101, et seq., C.R.S., the contracting State agency, institution of
higher education or political subdivision may terminate this Agreement for breach and, if so terminated,
Grantee shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Grantee, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of
perjury that Grantee (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law,
(ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form of
identification required by §24-76.5-103, C.R.S., prior to the Effective Date of this Agreement.
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EXHIBIT A, STATEMENT OF WORK AND BUDGET
Project Description 2020 SB267 Estes Park Visitor's Center (Design Portion)
Project End Date December 31, 2026
Subrecipient Town of Estes Park DUNS # 078355450
Contact Name Dana G Klein Vendor # 2000306
Address P.O. Box 1200
170 MacGregor Avenue
Estes Park, Colorado 80517
Phone # (970) 577-3577
Email dklein@estes.org Indirect Rate N/A
WBS* 24851.10.30 ALI N/A
Total Project Budget $136,845.00
State SB267 Funds (at 80% or less) $109,476.00
Local Funds (at 20% or more) $27,369.00
Total Project Amount Encumbered via this Grant Agreement $109,476.00
*This is not a research and development grant.
**The WBS numbers may be replaced without changing the amount of the subaward at CDOT’s discretion.
A. Project Description
The Town of Estes Park will use SB-267 funds, along with local matching funds, to redesign the surface parking lot
and landscaped area surrounding the Estes Park Visitor Center, as more fully described below. The proj ect will
support the goals of the Statewide Transit Plan.
ALI QTY Fuel Type Description SB267 Amount
11.41.04 N/A N/A Mobility Hub Design $109,476.00
The Town of Estes Park is a governmental entity located in Larimer County, Colorado, and operates Estes
Transit, a free public transportation shuttle service. The service is free and open to all riders and is offered
during the summer months (“peak season service”), for Town-sponsored special events throughout the year and
via the Winter Trolley Service. Estes Transit service information is presented on the Town’s website at
www.estes.org/shuttles.
The Town of Estes Park and its stakeholders are interested in designing a new layout for the surface parking lot
located at the Estes Park Visitor Center; a project that would transition the space from car and parking -focused
to more of a mobility hub that welcomes all modes.
The existing parking lot is laid out in a confusing manner, often resulting in conflicts between pedestrians,
personal vehicles, transit buses and special event uses (e.g., Estes Valley Farmers Market). In addition to
personal vehicle parking, this lot also accommodates park and ride activities (e.g., for local tours, Uber/Lyft),
Rocky Mountain National Park’s seasonal Hiker Shuttle, and the Bustang to Estes. The Visitor Center parking
lot is home to the Town’s only DC Level III fast-charging Electric Vehicle stations and is adjacent to the
Town’s parking structure, which is the largest supply of public parking in the downtown area. This parking area
is also connected via two pedestrian bridges to the Lake Estes Trail, which provides connections to other Town
and Larimer County trail infrastructure (e.g., Fish Creek trail).
The redesign of this surface parking lot and surrounding landscaped areas has the potential to be a signature
project for the Town, transitioning underutilized land from parking lot to mobi lity hub. The central location of
the project (adjacent to the intersection of US Hwy 34 and US Hwy 36) – and proximity to the trail
infrastructure mentioned above – make it a prime location for additional bicycle (and possibly bicycle or e-bike
sharing) infrastructure.
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Town staff envision hiring an Architectural/Engineering consultant team to reimagine the area and engage the
community in creating a future vision for an activated public space that welcomes and accommodates all modes
safely and efficiently.
The Town shall use SB-267 funds to procure Architectural/Engineering Design and/or Construction Design
Management services in development of the final construction documents for Estes Park Visitor Center Parking Lot
Redesign project. Before initiating construction, a site review of the construction site must be completed and design
work must be conducted. In accordance with Chapter III of FTA Circular 4702.1 B, a Title VI Equity Analysis
comparing the impacts on minority and low-income persons of sitting facilities at any identified feasible locations
will also be completed.
Other project details are listed below:
Project Address: 500 Big Thompson Avenue, Estes Park, CO 80517
National Environmental Policy Act (NEPA):
The Town of Estes Park must ensure that the environmental consequences of its transportation project have been
adequately considered and that required mitigation measures can be completed within the time frame and budget
described in the Subaward Agreement. An environmental clearance is required before final design, right -of-way
acquisition and construction funds are authorized. The Town will work with CDOT and FTA on CatEX approval in
order to meet the environmental requirements. Among those requirements, Environmental Justice considerations
should be analyzed and documented, if applicable. For more information, see Chapter 9.15 of the CDOT NEPA
Manual, found at: https://www.codot.gov/programs/environmental/nepa-program/nepa-manual.
Key Tasks/Deliverables:
a. Review of the site plan by a professional engineer.
b. Procure the professional services of a design/architectural firm
c. Review the site plan
d. Complete the final design, notifying CDOT in advance so CDOT staff can review the final design along
with The Town of Estes Park
e. Prepare construction cost estimates
B. Performance Standards
Design Milestone Description Original Estimated
Completion Date
Submit Procurement Concurrence Request (PCR) to CDOT Project Manager for
Approval
12/14/2022
Submit Procurement Authorization (PA) and solicitation documents to a CDOT Project
Manager for Approval
1/24/2024
30% of Design Completion Date 8/22/2025
Submit First Reimbursement Request in COTRAMS 7/31/2025
Submit First Progress Report to Grant Unit Manager 9/30/2025
100% of Design Completion Date 2/13/2026
Submit Final Reimbursement Request in COTRAMS 4/1/2026
IMPORTANT NOTE: All milestones in this Statement of Work must be completed no later than the expiration
date of this Grant Agreement: 12/31/2026.
Performance will be reviewed throughout the duration of this Grant Agreement. The Town of Estes Park shall report
to the CDOT Project Manager whenever one or more of the following occurs:
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a. Budget or schedule changes
b. Scheduled milestone or completion dates are not met;
c. Identification of problem areas and how the problems will be resolved; and/or
d. Expected impacts and the efforts to recover from delays.
The Town of Estes Park will be responsible for performing and adhering to the following design requirements:
a. Prepare and provide preliminary and final design (“Construction Plans”) including drawings,
plans, plats, descriptive or supportive material or special provisions and estimates (collectively
known as “Plans”), as required to communicate the design intent and to achieve all required local
and state approvals, including planning approvals as required by the Local Authority Having
Jurisdiction (AHJ), adopted County or Town Codes, and applicable State and Federal
requirements.
b. Prepare final design construction plans in accordance with the requirements, as applicable, of the
latest edition of the International Building Code, latest edition adopted by the Town of Estes Park.
c. Prepare special provisions and estimates in accordance with any specifications as approved by
CDOT.
d. Include details of any required detours in the Plans, in order to prevent any interference of the
construction work and to protect the traveling public.
e. The Plans produced shall be stamped by Colorado Registered Professional Engineers and
Architect. Plans shall be reviewed and approved in accordance with all Town or AHJ requirements
and shall be permitted through the local authority.
f. Provide final assembly of Plans and contract documents for the purpose of bidding the project for
construction.
g. Comply with the requirements of the Americans with Disabilities Act (ADA), and applicable
federal regulations and standards as contained in the document “ADA Accessibility Requirements
in CDOT Transportation Projects” as well as CDOT Procedural Directive 605.1, “ADA
Accessibility Requirements.”
h. Afford CDOT ample opportunity to review the Plans and make any changes in the Plans that are
directed by CDOT to comply with State requirements.
i. Submit to CDOT no less than quarterly, or more frequently as requested by CDOT, a report of
progress and expenditures made throughout the implementation of the pro ject.
C. Project Budget
1. The Total Project Budget is $136,845.00. CDOT will pay no more than 80% of the eligible, actual
project costs, up to the maximum amount of $109,476.00. CDOT will retain any remaining
balance of SB-267 Funds. The Town of Estes Park shall be solely responsible for all costs incurred
in the project in excess of the amount paid by CDOT from SB-267 Funds for the state share of
eligible, actual costs. For CDOT accounting purposes, the SB-267 Funds of $109,476.00 will be
encumbered for this Grant Agreement.
2. No refund or reduction of the amount of the Town of Estes Park’s share to be provided will be
allowed unless there is at the same time a refund or reduction of the state share of a proportionate
amount.
3. The Town of Estes Park may use eligible federal funds for the Local Funds share. The Town of
Estes Park’s share, together with the SB-267 Funds share, must be enough to ensure payment of
the Total Project Budget.
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4. Per the terms of this Grant Agreement, CDOT shall have no obligation to provide state funds for
use on this project. CDOT will administer SB-267 Funds for this project under the terms of this
Grant Agreement, provided that the SB-267 funds to be administered by CDOT are made
available and remain available. The Town of Estes Park shall initiate and prosecute to completion
all actions necessary to enable The Town of Estes Park to provide its share of the Total Project
Budget at or prior to the time that such funds are needed to meet the Total Project Bud get.
D. Procurement
Procurement of Architectural/Engineering Design and/or Construction Design Management services will comply
with state procurement procedures and the DTR Quick Procurement Guide. In addition to the state requirements
outlined below, state procedures for purchase of Architectural/Engineering Design and/or Construction Design
Management services must be followed and will be outlined prior to purchase.
1. The first step in the procurement process will be to obtain an Independent Cost Estimate (ICE).
2. The second step will be to obtain a Procurement Concurrence Request (PCR) approval from the
CDOT Project Manager through COTRAMS.
3. Prior to entering into a purchasing agreement with the selected vendor, the Town of Estes Park
shall request a Purchase Authorization (PA),and submit a purchase order for the
Architectural/Engineering Design and/or Construction Design Management services in
COTRAMS.
4. Per State guidelines, the Town of Estes Park shall enter into a professional services contract with
the architect/engineer or Construction Design Manager and should use an industry approved
contract such as an AIA contract. At CDOT’s discretion, CDOT may request review of the draft
contract to ensure that the terms and conditions of the contract meet the requirements set forth in
this statement of work and align with CDOT requirements.
5. The selected vendor shall be required to comply with all insurance obligations required by
CDOT’s Risk Management section. Further, the vendor shall secure, prior to the effective d ate of
subcontract, at their sole expense, all licenses, certifications, permits, and other authorizations
required to perform their obligations under such subcontract, and shall ensure that all employees,
agents and subcontractors secure and maintain at all times during the term of their employment,
agency or subcontract, all license, certifications, permits and other authorizations required to
perform their obligations in relation to the subcontract; and (c) agree to indemnify, save, and hold
harmless CDOT, its employees, agents and assignees (collectively, the “Indemnified Parties”),
against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts
(including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation
to any act or omission by such consultant and/or contractor, or its employees, agents,
subcontractors, or assignees in connection with the subcontract.
6. The Town of Estes Park shall be responsible for reimbursing the selected vendor within forty-five
(45) calendar days after acceptance of the Architectural/Engineering Design and/or
Construction Design Management services.
E. Reimbursement Eligibility
Requests for reimbursement for eligible project costs will be paid to the Town of Estes Park upon submission of a
complete reimbursement packet in COTRAMS for those eligible costs incurred during the Grant Agreement
effective dates.
Accepted reimbursement packets will include the following completed documents:
● Independent Cost Estimate (ICE)
● Procurement Concurrence Request (PCR)
● Purchase Authorization (PA)
● Invoice
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● Proof of Payment to vendor(s)
● Final Design Plans, upon completion
The Town of Estes Park must submit the final invoice within sixty (60) calendar days of acceptance of the
professional services provided and submit a Grant Closeout and Liquidation (GCL) Form in COTRAMS within
fifteen (15) calendar days of issuance of the final reimbursement payment.
F. Restrictions on Lobbying
The Town of Estes Park is certifying that it complies with 2 CFR 200.450 by entering into this Grant Agreement.
G. Training
In an effort to enhance transit safety, the Town of Estes Park and any subrecipients and subcontractors shall make a
good faith effort to ensure that appropriate training of agency and c ontracted personnel is occurring and that
personnel are up to date in appropriate certifications.
Training must also be developed and delivered for new or updated plans, procedures, or rules applicable to the
facility. Training programs should be developed to support the effective and safe implementation of revenue service
through standard operation and maintenance practices. Training programs for critical safety and security practices
should include qualification components, such as an exams or field practical to verify participants have retained and
can skillfully executive the tasks assigned. Training documentation must be maintained to ensure all employees have
met and continue to meet training requirements while employed by the agency
H. Safety Data
The Town of Estes Park and any subrecipients shall maintain and submit, as requested, data related to bus safety.
This may include, but not be limited to, the number of vehicle accidents within certain measurement parameters set
forth by CDOT, the number and extent of passenger injuries or claims, and the number and extent of employee
accidents, injuries and incidents
I. Special Conditions
1. The Town of Estes Park will comply with all requirements imposed by CDOT on The Town of
Estes Park so that the state award is used in accordance with state statutes, regulations, and the
terms and conditions of the state award.
2. The Town of Estes Park must permit CDOT and their auditors to have access to the Town of Estes
Park’s records and financial statements as necessary, with reasonable advance notice.
3. Except as provided in this Grant Agreement, the Town of Estes Park shall not be reimbursed for
any purchase, issued purchase order, or leased capital equipment prior to the execution of this
Grant Agreement.
4. The Town of Estes Park cannot request reimbursement for costs on this project from more than
one state Awarding Agency or other state awards (i.e., no duplicate billing).
5. The Town of Estes Park must obtain CDOT approval, in writing, if SB -267 funds are intended to
be used for payment of a lease or for third-party contracts.
6. The Town of Estes Park shall ensure that it does not exclude from participation in, deny the
benefits of, or subject to discrimination any person in the United States on the ground of race,
color, national origin, sex, age or disability in accordance with Title VI of the Civil Rights Act of
1964.
7. The Town of Estes Park shall seek to ensure non-discrimination in its programs and activities by
developing and maintaining a Title VI Program in accordance with the “Requirements for FTA
Subrecipients” in CDOT’s Title VI Program Plan and Federal Transit Administration Circular
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Contract Number: 25-HTR-ZL-00229 / 491003941
Page 24 of 26
4702.1B, “Title VI Requirements and Guidelines for FTA Recipients.” The Town shall also
facilitate FTA’s compliance with Executive Order 12898 and DOT Order 5610.2(a) by
incorporating the principles of environmental justice in planning, project development and public
outreach in accordance with FTA Circular 4703.1 “Environmental Justice Policy Guidance for
Federal Transit Administration Recipients.”
8. The Town of Estes Park will provide transportation services to persons with disabilities, in
accordance with Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq.
9. The Town of Estes Park shall develop and maintain an ADA Program in accordance with 28 CFR
Part 35, Nondiscrimination on the Basis of Disability in State and Local Government Services,
FTA Circular 4710.1, and any additional requirements established by CDOT for FTA
subrecipients.
10. The Town of Estes Park shall ensure that it will comply with the Americans with Disabilities Act,
Section 504 of the Rehabilitation Act, FTA guidance, and any other federal, state, and/or local
laws, rules and/or regulations. In any contract utilizing federal funds, land, or other federal aid, the
Town of Estes Park shall require its subrecipients and/or contractors to provide a statement of
written assurance that they will comply with Section 504 and not discriminate on the basis of
disability.
11. The Town of Estes Park shall agree to produce and maintain documentation that supports
compliance with the Americans with Disabilities Act to CDOT upon request.
12. The Town of Estes Park shall include nondiscrimination language and the Disadvantaged Business
Enterprise (DBE) assurance in all contracts and solicitations in accordance with DBE regulations,
49 CFR Part 26, and CDOT’s DBE program.
Docusign Envelope ID: C3ABB337-AA79-44A0-8F60-64F75B5F9F57
Contract Number: 25-HTR-ZL-00229 / 491003941
Page 25 of 26
EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Transportation
Option Letter Number
Insert the Option Number (e.g. "1" for the first
option)
Grantee
Insert Grantee's Full Legal Name, including "Inc.",
"LLC", etc...
Original Agreement Number
Insert CMS number or Other Contract Number of the
Original Contract
Current Grant Agreement Amount
Initial Term
Option Agreement Number
Insert CMS number or Other Contract Number of
this Option State Fiscal Year 20xx $0.00
Extension Terms Agreement Performance Beginning Date
The later of the Effective Date or Month, Day, Year Extension Term 1 $0.00
Extension Term 2 $0.00
Extension Term 3 $0.00 Current Agreement Expiration Date
Month, Day, Year Extension Term 4 $0.00
Total for All Agreement Terms $0.00
1. OPTIONS:
A. Option to extend for an Extension Term or End of Term Extension.
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) 2.B/2.C of the Original Agreement referenced
above, the State hereby exercises its option for an additional term/end of term extension, beginning Insert
start date and ending on the current agreement expiration date shown above, at the rates stated in the
Original Agreement, as amended.
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the State Controller or , whichever is
later.
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By:_______________________
Name:________________________
Title:__________________________
Date: _________________________
In accordance with §24-30-202, C.R.S., this Option
Letter is not valid until signed and dated below by
the State Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:_______________________________________
Department of Transportation
Option Letter Effective Date:__________________
Docusign Envelope ID: C3ABB337-AA79-44A0-8F60-64F75B5F9F57
Contract Number: 25-HTR-ZL-00229 / 491003941
Page 26 of 26
EXHIBIT C, TITLE VI – CIVIL RIGHTS
Nondiscrimination Requirements
The Parties shall not exclude from participation in, deny the benefits of, or subject to discrimination
any person in the United States on the ground of race, color, national origin, sex, age or disability.
During the performance of this Agreement, the Grantee, for itself, its assignees and successors in
interest (hereinafter referred to as the “Grantee”) agrees as follows:
(1) Compliance with Regulations: The Grantee shall comply with the Regulation relative to
nondiscrimination in federally-assisted programs of the Department of Transportation
(hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be
amended from time to time, (hereinafter referred to as the “Regulations”), which are herein
incorporated by reference and made a part of this Agreement.
(2) Nondiscrimination: The Grantee, with regard to the Work performed by it during the
Agreement, shall not discriminate on the grounds of race, color, national origin, or sex in
the selection and retention of subgrantees, including procurements of materials and leases
of equipment. The Grantee shall not participate either directly or indirectly in the
discrimination prohibited by section 21.5 of the Regulations, including employment
practices when the Agreement covers a program set forth in Appendix B of the Regulations.
(3) Solicitations for Subgrantees, Including Procurements of Materials and Equipment: In all
solicitations either by competitive bidding or negotiation made by the Grantee for Work to
be performed under a subcontract, including procurements of materials or leases of
equipment, each potential subgrantee or supplier shall be notified by the Grantee of the
Grantee's obligations under this Agreement and the Regulations relative to
nondiscrimination on the grounds of race, color, national origin or sex.
(4) Information and Reports: The Grantee shall provide all information and reports required
by the Regulations or directives issued pursuant thereto, and shall permit access to its
books, records, accounts, other sources of information, and its facilities as may be
determined by the Colorado Department of Transportation to be pertinent to ascertain
compliance with such Regulations, orders and instructions. Where any information
required of a Grantee is in the exclusive possession of another who fails or refuses to
furnish this information the Grantee shall so certify to the Colorado Department of
Transportation as appropriate, and shall set forth what efforts it has made to obtain the
information.
(5) Sanctions for Noncompliance: In the event of the Grantee's noncompliance with the
nondiscrimination provisions of this Agreement, the Colorado Department of
Transportation shall impose such contract sanctions as it may determine to be appropriate,
including, but not limited to:
(a) withholding of payments to the Grantee under the Agreement until the Grantee
complies, and/or
(b) cancellation, termination or suspension of the Agreement, in whole or in part.
(6) Incorporation of Provisions: The Grantee shall include the provisions of paragraphs (1)
through (6) in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Regulations, or directives issued pursuant thereto.
The Grantee shall take such action with respect to any subcontract or procurement as the Colorado
Department of Transportation may direct as a means of enforcing such provisions including
sanctions for non-compliance; provided, however, that, in the event a Grantee becomes involved in,
or is threatened with, litigation with a subgrantee or supplier as a result of such direction, the Grantee
may request the Colorado Department of Transportation to enter into such litigation to protect the
interests of the Colorado Department of Transportation.
Docusign Envelope ID: C3ABB337-AA79-44A0-8F60-64F75B5F9F57
The Town of Estes Park is committed to providing equitable access to our services. Contact us
if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org.
Report
To: Honorable Mayor Hall & Board of Trustees
Through: Town Administrator Machalek
From: Director Endsley
Department: Town Administrator’s Office
Date: July 22, 2025
Subject: Base Funding Report: Via Mobility Services
No packet material has been provided for this item.
The Town of Estes Park is committed to providing equitable access to our services. Contact us
if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org.
Memo
To: Honorable Mayor Hall & Board of Trustees
Through: Town Administrator Machalek
From: Finance Director Tammy Zimmerman
Department: Finance and Utilities Department, Water Division
Date:
Subject:
Type:
July 22, 2025
Ordinance 14-25 Acting By And Through Its Water Activity Enterprise,
Authorizing the Execution and Delivery of a First Amendment to
Construction Loan Agreement and Construction Loan Note, Series 2022A
and Other Documents Related thereto in Connection with Rebuilding and
Improving the Water Distribution System of the Former Prospect
Mountain Water Company; and Declaring an Emergency
Ordinance
Objective:
To authorize an emergency ordinance extending the maturity of the CoBank
Construction Loan Note, Series 2022A, to allow additional time for refinancing through
the United States Department of Agriculture- Rural Development (USDA-RD) Direct
Loan proceeds.
Present Situation:
The Prospect Mountain Water reconstruction project is substantially underway and was
originally financed through CoBank’s Construction Loan Note, Series 2022A, in the
amount of $4,493,000. This loan was approved by the Town Board under Ordinance
No. 15-22.
Due to staffing transitions within USDA, the Town has been unable to close on the
USDA-RD funding. Town Utility and Finance Department staff continue to actively
coordinate with USDA at both the regional and national levels to finalize the Direct Loan
agreement. This also includes securing USDA’s approval of the loan parity certificate
for the separate Carriage Hills/Spruce knob project, financed through the Colorado
Water Resources & Power Development Authority.
To avoid default and protect the Town’s credit standing, a maturity extension is
requested from CoBank, moving the current due date of August 1, 2025, to the later
date of February 1, 2026. CoBank has agreed to continue variable interest rate terms
and allow early repayment without penalty.
Proposal:
Staff recommends that the Board approve Emergency Ordinance 14-25, authorizing
execution of the First Amendment to the Loan Agreement and Construction Loan Note,
Series 2022A, and related documents.
Advantages:
A loan extension would allow the USDA sufficient time to finalize all necessary
approvals and documents for refinancing, avoiding loan default and protecting Town’s
cash reserves and creditworthiness.
Disadvantages:
Prospect Mountain property owners will be assessed the additional interest expense
accrued under CoBank’s variable interest rate loan. The USDA-RD Direct Loan
program offers a lower interest rate that was estimated to be 2.375% in 2022. The final
interest cost is not yet known, as construction is ongoing and all project costs and
savings will be evaluated upon completion.
Action Recommended:
Staff recommends approval of the Emergency Ordinance.
Finance/Resource Impact:
Current Impact:
No change to the existing Loan funding budget of $4,493,000 in Water Fund account
503-000-388.40-00.
Interest charges have exceeded the current budget of $165,083 in Water Fund Account
503-6700-470.41-02 by $14,098. A future budget amendment will be required to reflect
this overage.
Future Ongoing Impacts:
Continued interest and future USDA-RD debt service payments will be allocated to
Prospect Mountain property owners. A future budget amendment will be required to
reflect these charges and assessments.
Future One Time Impacts:
This is not expected to impact future one-time costs.
Level of Public Interest:
Low
Sample Motion:
I move for the approval/denial of Ordinance 14-25.
Attachments:
1. Ordinance 14-25
2. Construction Loan Amendment
3. Ordinance 15-22 Authorizing CoBank Series 2022a Loan
4. Construction Loan Note Series 2022a
5. Presentation
4926-2677-1026.3
TOWN OF ESTES PARK, COLORADO,
ACTING BY AND THROUGH ITS WATER ACTIVITY ENTERPRISE
ORDINANCE NO. 14-25
AN ORDINANCE OF THE TOWN OF ESTES PARK, COLORADO,
ACTING BY AND THROUGH ITS WATER ACTIVITY ENTERPRISE,
AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST
AMENDMENT TO CONSTRUCTION LOAN AGREEMENT AND AN
AMENDED CONSTRUCTION LOAN NOTE, SERIES 2022A AND OTHER
DOCUMENTS RELATED THERETO IN CONNECTION WITH
REBUILDING AND IMPROVING THE WATER DISTRIBUTION
SYSTEM OF THE FORMER PROSPECT MOUNTAIN WATER
COMPANY; AND DECLARING AN EMERGENCY.
WHEREAS, the Town of Estes Park, Colorado (the “Town”) is a statutory town and
political subdivision duly organized and existing pursuant to the constitution and laws of the State
of Colorado; and
WHEREAS, the Board of Trustees (the “Board”) of the Town has formally established a
Water Activity Enterprise (the “Enterprise”) pursuant to Ordinance No. 08-99; and
WHEREAS, the Town, acting by and through the Enterprise, operates and maintains a
municipal water system within the Town and surrounding areas for the distribution of treated
water; and
WHEREAS, such municipal water system has been and continues to be operated by the
Enterprise as a government-owned business, which is authorized to issue its own revenue bonds
and receives under 10% of annual revenue in grants from all Colorado state and local governments
combined, and the Enterprise is determined to be an enterprise within the meaning of Article X,
Section 20 of the Colorado Constitution; and
WHEREAS, the Town, acting by and through the Enterprise, provided treated water to the
Prospect Mountain Water Company, Inc. (the “Company”) for years as a bulk water customer, and
the Company distributed such water through its own distribution system (the “Prospect Mountain
System”) to property owners in the Company’s service area; and
WHEREAS, following the bankruptcy of the Company, the Town, acting by and through
the Enterprise, and the Bankruptcy Trustee, acting for the Company, entered into a Voluntary
Water System Transfer Agreement for the transfer of the Prospect Mountain System to the Town
in order for the Town, acting by and through the Enterprise, to undertake the rebuilding and
improvement of the Prospect Mountain System to Town standards (the “Project”); and
WHEREAS, in order to provide funds to pay a portion of the costs of the Project, the Board,
acting as the governing body of the Enterprise, entered into a Construction Loan Agreement (the
“Loan Agreement”) with CoBank, ACB, as lender (the “Lender”), pursuant to which the Lender
ATTACHMENT 1
2
4926-2677-1026.3
made an interim construction loan evidenced by the existing Construction Loan Note,
Series 2022A (the “Existing Series 2022A Note”), which was executed and delivered by the Town,
acting by and through the Enterprise, in a principal amount of $4,493,000.00; and
WHEREAS, voter approval was not required under Article X, Section 20 of the Colorado
Constitution for the execution of the Loan Agreement or the issuance of the Existing Series 2022A
Note; and
WHEREAS, the Existing Series 2022A Note was expected to be repaid to the Lender from
the proceeds of a Direct Loan (the “USDA Direct Loan Proceeds”) to the Town, acting by and
through the Enterprise, from the United States Department of Agriculture, acting through the
United States Department of Agriculture–Rural Development (“USDA”); and
WHEREAS, the Existing Series 2022A Note matures on August 1, 2025, and the USDA
Direct Loan Proceeds will not be available to repay the Existing Series 2022A Note on or before
such maturity date; and
WHEREAS, the Lender has agreed to extend the maturity date of the Existing Series
2022A Note as provided in the First Amendment to Loan Agreement and to accept an amended
Construction Loan Note, Series 2022A (the “Amended Series 2022A Note”) in exchange for the
Existing Series 2022A Note; and
WHEREAS, voter approval is not required for the execution and delivery of the First
Amendment to Loan Agreement and the Amended Series 2022A Note; and
WHEREAS, none of the members of the Board have any potential conflicting interests in
connection with the execution and delivery of the First Amendment to Loan Agreement and
Amended Series 2022A Note; and
WHEREAS, the Board, acting as the governing body of the Enterprise, desires to authorize
the execution of the First Amendment to Loan Agreement and the Amended Series 2022A Note,
and other documents in connection therewith.
BE IT HEREBY ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF
ESTES PARK, COLORADO, ACTING AS THE GOVERNING BODY OF ITS WATER
ACTIVITY ENTERPRISE:
Section 1. Definitions. Capitalized terms used herein and not otherwise defined shall
have the same meanings, respectively, as provided in the Loan Agreement. In addition, as used
herein, the following capitalized terms shall have the respective meanings set forth below, unless
the context indicates otherwise:
“Authorized Officer” means the Mayor, the Mayor Pro Tem, the Town Administrator, the
Finance Director of the Town, or the Director of Utilities of the Town or any other person
designated as an Authorized Officer by ordinance or resolution of the Board and submitted to the
Lender.
3
4926-2677-1026.3
“USDA-RD” means the United States Department of Agriculture, acting through the United
States Department of Agriculture-Rural Development, and its successors and assigns.
Section 2. Authorization. The Town, acting by and through the Enterprise, shall enter
into and deliver the First Amendment to Loan Agreement and the Amended Series 2022A Note in
substantially the forms on file with the Town Clerk at this meeting, and perform its obligations
thereunder.
The Mayor or Mayor Pro Tem of the Town, acting as a member of the governing body of
the Enterprise, is hereby authorized and directed to execute, and the Town Clerk or any deputy is
authorized to attest and affix the seal of the Town to, the First Amendment to Loan Agreement
and the Amended Series 2022A Note with the amended Maturity Date. The Town Treasurer is
hereby authorized and directed to authenticate the Amended Series 2022A Note with the amended
Maturity Date. Such Authorized Officers are further authorized and directed to execute such other
documents, instruments or certificates as are deemed necessary or desirable in connection
therewith. The execution of any instrument by said officials shall be conclusive evidence of the
approval by the Town, acting by and through the Enterprise, of such instrument in accordance with
the terms of such instrument and this Ordinance.
Section 3. Note Details. The Town, acting by and through the Enterprise, shall deliver
the Amended Series 2022A Note to the Lender in exchange for the Existing Series 2022A Note
previously issued to the Lender. The Amended Series 2022A Note shall remain in an aggregate
principal amount of $4,493,000.00, shall remain as originally dated, shall bear interest at a variable
rate as originally provided in the Loan Agreement, and shall mature not later than the amended
Maturity Date provided in the Loan Agreement, or earlier if the Amended Series 2022A Note is
prepaid in full pursuant to the Loan Agreement and may be made subject to prepayment with or
without prepayment penalty, as provided by the Loan Agreement and the Final Terms Certificate.
Section 4. Enterprise Status. The Board hereby determines that the Enterprise is an
“enterprise” within the meaning of Article X, Section 20 of the Colorado Constitution. The Town
has and will continue to use its best efforts to maintain the System as an “enterprise” within the
meaning of Article X, Section 20 of the Colorado Constitution, and the meaning of Title 37, Article
45.1, C.R.S.
Section 5. Amendment of Ordinance. The Town shall not amend this Ordinance without
the consent of the Lender.
Section 6. Authorization To Execute Documents. The Authorized Officers shall and
are hereby authorized and directed to take all actions necessary or appropriate to effectuate the
provisions of this Ordinance, including, but not limited to, the execution of such documents,
certificates and affidavits as may be reasonably required by the Lender or bond counsel to the
Town. The execution by any Authorized Officer of any document authorized herein shall be
conclusive proof of the approval by the Town of the terms thereof. The Town Clerk or any deputy
is hereby authorized and directed to attest, as necessary, all signatures and acts of the Mayor or
any official of the Board or the Town in connection with the matters authorized by this Ordinance,
and to place the seal of the Town, as necessary, on the documents authorized and approved by this
Ordinance and all other additional certificates, documents and other papers associated with the
4
4926-2677-1026.3
transactions and other matters authorized by this Ordinance. The Mayor, Mayor Pro Tem, the
Town Administrator, the Finance Director of the Town and all other officials, employees and
agents of the Board or the Town are hereby authorized to execute and deliver for and on behalf of
the Town or the Enterprise any and all additional certificates, documents and other papers in
connection with the transactions contemplated by this Ordinance, and to perform all other acts that
they may deem necessary or appropriate in order to implement and carry out the transactions and
other matters authorized or contemplated by this Ordinance.
Section 7. Ratification of Prior Actions. All actions heretofore taken (not inconsistent
with the provisions of this Ordinance) by the Board or by the officers and employees of the Town
directed toward the undertaking of the Project, the execution of the Loan Agreement and the First
Amendment to Loan Agreement, and the issuance of the Existing Series 2022A Note and the
Amended Series 2022A Note, for the purposes herein set forth are hereby ratified, approved and
confirmed.
Section 8. Headings. The headings of the various sections and paragraphs in this
Ordinance have been inserted solely for the convenience of the reader, are not a part of this
Ordinance, and shall not be used in any manner to interpret this Ordinance.
Section 9. Ordinance Irrepealable. This Ordinance shall constitute a contract between
the Owner of the Amended Series 2022A Note, and the Town, acting by and through the
Enterprise, and shall be and remain irrepealable until the Amended Series 2022A Note and the
interest accruing thereon shall have been fully paid, satisfied, and discharged.
Section 10. Severability. It is hereby expressly declared that all provisions hereof and
their application are intended to be and are severable. In order to implement such intent, if any
provision hereof or the application thereof is determined by a court or administrative body to be
invalid or unenforceable, in whole or in part, such determination shall not affect, impair or
invalidate any other provision hereof or the application of the provision in question to any other
situation; and if any provision hereof or the application thereof is determined by a court or
administrative body to be valid or enforceable only if its application is limited, its application shall
be limited as required to most fully implement its purpose.
Section 11. Repealer. All orders, bylaws, resolutions and ordinances of the Town, or
parts thereof, inconsistent or in conflict with this Ordinance are hereby repealed to the extent only
of such inconsistency or conflict.
Section 12. Recording and Authentication. This Ordinance, immediately upon its
passage, shall be recorded in the Town book of Ordinances kept for this purpose, and shall be
authenticated by the signatures of the Mayor and the Town Clerk.
Section 13. Emergency Declaration. The Board hereby declares that, because the
maturity date of the Existing Series 2022A Note, as originally issued, is less than 30 days from the
date hereof and the Town lacks the available funds, either from the USDA-RD or its own accounts,
to pay the amount due on such Existing Series 2022A Note on the maturity date, that an emergency
exists. The Board hereby further declares that, due to such emergency, this Ordinance is necessary
5
4926-2677-1026.3
to the immediate preservation of the public peace, welfare, health and safety of the residents of the
Town and is being adopted as an emergency ordinance.
6
4926-2677-1026.3
INTRODUCED, READ BY TITLE, APPROVED AND ADOPTED BY THE
AFFIRMATIVE VOTE OF ____ MEMBERS OF THE BOARD OF TRUSTEES OF THE TOWN
OF ESTES PARK, COLORADO, ACTING AS THE GOVERNING BODY OF ITS WATER
ACTIVITY ENTERPRISE, THIS 22ND DAY OF JULY 2025.
[SEAL]
By
Mayor
ATTEST:
By
Town Clerk
I hereby certify that the above Ordinance was introduced at a regular meeting of the Board of
Trustees on the ___day of , 2025 and published by title in a newspaper
of general circulation in the Town of Estes Park, Colorado, on the ____ day of _____,
2025, all as required by the Statutes of the State of Colorado.
Town Clerk
APPROVED AS TO FORM:
By
Daniel E. Kramer, Town Attorney
By
Richard L. Buddin, Bond Counsel
4918-4379-5539.2
FIRST AMENDMENT TO CONSTRUCTION LOAN AGREEMENT AND
CONSTRUCTION LOAN NOTE, SERIES 2022A
THIS FIRST AMENDMENT TO CONSTRUCTION LOAN AGREEMENT AND
CONSTRUCTION LOAN NOTE, SERIES 2022A (this “First Amendment”), is made and entered
into as of July ___, 2025 (the “Effective Date”), by and between the TOWN OF ESTES PARK,
COLORADO (the “Town”), ACTING BY AND THROUGH ITS WATER ACTIVITY
ENTERPRISE (the “Enterprise”), and COBANK, ACB (the “Lender”).
WHEREAS, the Town is a statutory town and political subdivision duly organized and
existing pursuant to the constitution and laws of the State of Colorado; and
WHEREAS, the Board of Trustees (the “Board”) of the Town has formally established the
Enterprise pursuant to Ordinance No. 08-99; and
WHEREAS, the Town, acting by and through the Enterprise, operates and maintains a
municipal water system within the Town and surrounding areas for the distribution of treated
water; and
WHEREAS, such municipal water system has been and continues to be operated by the
Enterprise as a government-owned business, which is authorized to issue its own revenue bonds
and receives under 10% of annual revenue in grants from all Colorado state and local governments
combined, and the Enterprise has been determined to be an enterprise within the meaning of
Article X, Section 20 of the Colorado Constitution; and
WHEREAS, the Town, acting by and through the Enterprise, provided treated water to the
Prospect Mountain Water Company, Inc. (the “Company”) for years as a bulk water customer, and
the Company distributed such water through its own distribution system (the “Prospect Mountain
System”) to property owners in the Company’s service area; and
WHEREAS, following the bankruptcy of the Company, the Town, acting by and through
the Enterprise, and the Bankruptcy Trustee, acting for the Company, entered into a Voluntary Water
System Transfer Agreement for the transfer of the Prospect Mountain System to the Town in order
for the Town, acting by and through the Enterprise, to undertake the rebuilding and improvement
of the Prospect Mountain System to Town standards (the “Project”); and
WHEREAS, in order to provide funds to pay a portion of the costs of the Project, the Board,
acting as the governing body of the Enterprise, entered into a Construction Loan Agreement (the
“Loan Agreement”) with the Lender, pursuant to which the Lender made an interim construction
loan evidenced by the existing Construction Loan Note, Series 2022A (the “Existing Series 2022A
Note”), which was executed and delivered by the Town, acting by and through the Enterprise, in a
principal amount of $4,493,000.00; and
WHEREAS, voter approval was not required under Article X, Section 20 of the Colorado
Constitution for the execution of the Loan Agreement or the issuance of the Existing Series 2022A
Note; and
ATTACHMENT 2
2
4918-4379-5539.2
WHEREAS, the Existing Series 2022A Note was expected to be repaid to the Lender from
the proceeds of a Direct Loan (the “USDA Direct Loan Proceeds”) to the Town, acting by and
through the Enterprise, from the United States Department of Agriculture, acting through the
United States Department of Agriculture–Rural Development (“USDA”); and
WHEREAS, the Existing Series 2022A Note matures on August 1, 2025, and the USDA
Direct Loan Proceeds will not be available to repay the Existing Series 2022A Note on or before
such maturity date; and
WHEREAS, the Lender and the Town, acting by and through the Enterprise, have agreed
to extend the maturity date of the Existing Series 2022A Note; and
WHEREAS, the Town, acting by and through the Enterprise, and the Lender desire to
extend the maturity date of the Existing Series 2022A Note by amending the Loan Agreement and
the Existing Series 2022A Note as set forth in this First Amendment and exchanging the Existing
Series 2022A Note for an amended Series 2022A Note (the “Amended Series 2022A Note”); and
WHEREAS, voter approval is not required for the execution and delivery of this First
Amendment and the Amended Series 2022A Note.
NOW THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used herein and not otherwise defined shall
have the same meanings, respectively, as provided in the Loan Agreement.
Section 2. Amendment of Maturity Date Definition in Section 1.01 of Loan
Agreement. The definition of Maturity Date in Section 1.01 of the Loan Agreement is hereby
amended and restated as follows:
“ ‘Maturity Date’ means, with respect to the Series 2022A Note, the final scheduled
maturity of principal of the Loan, i.e., February 1, 2026 or such later date as
approved by the Lender in its discretion pursuant to a request for extension
submitted to the Lender by the Borrower. Any extension of the Maturity Date must
be requested by the Borrower to the Lender prior to the Maturity Date and shall be
subject to an opinion of Bond Counsel to the effect that such extension will not
cause interest on the Series 2022A Note to be included in gross income for federal
income tax purposes. The Maturity Date shall not exceed the estimated life of the
Project, but in no event beyond 40 years from the date of the Series 2022A Note.”
Section 3. Amendment of Final Principal Payment Date in Exhibit A of the Loan
Agreement. The form of the Existing Series 2022A Note, attached to the Loan Agreement as
Exhibit A, is hereby amended to replace the original Final Principal Payment Date of August 1,
2025 with the amended Final Principal Payment Date of February 1, 2026 and to make conforming
amendments therein, and the Town, acting by and through the Enterprise, shall issue to the Lender
the Amended Series 2022A Note in substantially the form attached hereto as Exhibit A.
3
4918-4379-5539.2
Section 4. Lender Consent. The Lender hereby acknowledges and consents to this First
Amendment in accordance with the requirements of Section 7.21 of the Loan Agreement and
waives any notice or other requirements related thereto.
Section 5. Delivery of Amended Series 2022A Note. The Town, acting by and through
the Enterprise, shall deliver to the Lender a fully executed and authenticated Amended Series
2022A Note with the amended Final Principal Payment Date as shown on Exhibit A hereto, in
exchange for the Existing Series 2022A Note originally delivered to the Lender. The Existing
Series 2022A Note shall be returned to the Town or its bond counsel promptly following the
delivery of the Amended Series 2022A Note to the Lender.
Section 6. Conditions Precedent to this First Amendment. The agreement of the
Lender to enter into this First Amendment is subject to the conditions precedent that the Lender
shall have received or waived the requirement for the following, in form and substance satisfactory
to the Lender:
(a) this First Amendment, properly executed by the Town, acting by and through the
Enterprise, and by the Lender;
(b) the Amended Series 2022A Note, properly executed and authenticated by the Town,
acting by and through the Enterprise;
(c) an executed copy of the ordinance of Town, acting by and through the Enterprise,
authorizing the execution, delivery and performance of this First Amendment and the issuance of
the Amended Series 2022A Note;
(d) an opinion of Bond Counsel to the effect that the extension of the maturity date of
the Loan, as provided in the Amended Series 2022A Note, will not cause interest on the Existing
Series 2022A Note or the Amended Series 2022A Note to be includable in gross income for federal
income tax purposes; and
(e) any other documents or items required by the Lender.
Section 7. Effective Date. This First Amendment shall be effective from and after the
Effective Date stated above.
Section 8. Original Loan Agreement in Full Force and Effect. The original Loan
Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its
terms and hereby is ratified and confirmed in all respects.
Section 9. Counterparts. This First Amendment may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same instrument.
Section 10. Agreement to Pay Costs. The Town, acting by and through the Enterprise,
hereby agrees to pay, or cause to be paid, all costs associated with the preparation, review, and
delivery of this First Amendment, including the fees and expenses of counsel to Lender.
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Section 11. Further Assurances. The parties hereto hereby agree that they will, from
time to time, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and
delivered, such further acts, instruments, conveyances, transfers, and assurances, as either of them
reasonably deems necessary or advisable for the implementation, correction, confirmation, or
perfection of this First Amendment and any rights of such party as contemplated hereunder.
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4918-4379-5539.2
IN WITNESS WHEREOF, the Town, acting by and through the Enterprise, and the
Lender have caused this First Amendment to be duly executed and attested, all as of the day and
year first above written.
[SEAL] TOWN OF ESTES PARK, COLORADO, ACTING BY AND THROUGH ITS WATER ACTIVITY ENTERPRISE
By Mayor
Attested:
By
Town Clerk
COBANK, ACB, as Lender
By Authorized Representative
APPROVED AS TO FORM:
By:
Daniel E. Kramer, Town Attorney
By:
Richard L. Buddin, Bond Counsel
4918-4379-5539.2
EXHIBIT A
FORM OF SERIES 2022A NOTE
THIS SERIES 2022A NOTE WAS ISSUED AS AN EXEMPT SECURITY OR IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. UNDER NO CIRCUMSTANCES SHALL THIS SERIES 2022A
NOTE BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF
EXCEPT IN THE MANNER PROVIDED IN SECTION 7.12 OF THE AGREEMENT AND
THE NOTE ORDINANCE PURSUANT TO WHICH IT WAS ISSUED AND IN
COMPLIANCE WITH APPLICABLE STATE AND FEDERAL SECURITIES LAWS.
ANY TRANSFER OR PURPORTED TRANSFER IN VIOLATION OF SUCH SECTIONS
OR SUCH LAWS SHALL BE VOID AND OF NO EFFECT.
UNITED STATES OF AMERICA
STATE OF COLORADO
COUNTY OF LARIMER
TOWN OF ESTES PARK, COLORADO,
ACTING BY AND THROUGH ITS WATER ACTIVITY ENTERPRISE
CONSTRUCTION LOAN NOTE
(PROSPECT MOUNTAIN WATER DISTRIBUTION PROJECT)
SERIES 2022A
No. 00138635T01 Not to Exceed $4,493,000.00
Variable February 1, 2026 October 11, 2022
REGISTERED OWNER: COBANK, ACB
PRINCIPAL SUM: NOT TO EXCEED FOUR MILLION FOUR HUNDRED
NINETY-THREE THOUSAND DOLLARS
The Town of Estes Park, Colorado, acting by and through its Water Activity Enterprise (the
“Borrower”), for value received, hereby promises to pay, in lawful money of the United States of
America, to the Registered Owner specified above (the “Lender”) or registered assigns, on the
final principal payment date specified above (the “Maturity Date”), unless the maturity of this
Series 2022A Note is extended by the Lender or unless this Series 2022A Note shall be prepaid
and payment of the prepayment price made or provided for, but solely from the sources hereinafter
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4918-4379-5539.2
identified, the Principal Sum specified above (or so much thereof as has been advanced by the
Lender (the “Principal Balance”)) and to pay interest on such Principal Balance in like manner,
but solely from the sources hereinafter identified, at the interest rate equal to the Benchmark
(initially, the Daily Simple SOFR Rate) (both as defined in the Agreement defined hereinafter)
payable on the Payment Date. As used herein, the term “Payment Date” means (a) February 1 and
August 1 of each year for the payment of interest on this Series 2022A Note in arrears,
commencing February 1, 2023 and including the Maturity Date (or earlier, if this Series 2022A
Note shall be prepaid pursuant to the terms of the Agreement) and (b) the Maturity Date and any
other date on which the principal of this Series 2022A Note or any portion thereof is required to
be repaid or prepaid under the terms of the Agreement. This Series 2022A Note shall bear interest
at a variable interest rate, calculated as provided in the Agreement (as defined hereinafter) on the
actual number of days this Series 2022A Note is Outstanding on the basis of a year consisting of
360 days, through and including the Maturity Date. The Maturity Date may (at the sole discretion
of the Lender) be extended as provided in the Agreement (as defined hereinafter).
Interest payments hereon shall be made to the Registered Owner hereof appearing on the
registration books of the Borrower maintained by the Town Treasurer as note registrar (the “Note
Registrar”) by check or draft or at the request of the Registered Owner, by wire transfer or
automated clearing house (ACH) payment to a bank account number maintained by such
Registered Owner in the United States of America and designated in written instructions given to
the Note Registrar at least fifteen (15) days prior to a Payment Date.
This Series 2022A Note is issued by the Borrower in anticipation of the receipt of the
USDA Direct Loan (as defined in the Agreement) to be received by the Borrower and in conformity
with ordinances of the Borrower (collectively, the “Note Ordinance”) and a Construction Loan
Agreement dated as of October 11, 2022, as amended by the First Amendment to Construction
Loan Agreement dated July __, 2025 (together, the “Agreement”), by and between the Borrower
and the Lender, and reference is hereby made to the Note Ordinance and the Agreement for a more
complete statement as to the source of payment of the Series 2022A Note and the rights of the
Lender as Owner of the Series 2022A Note. The proceeds of the Series 2022A Note will be used
to: (i) finance the rebuilding and upgrading of the water distribution system of the former Prospect
Mountain Water Company to Town standards by the Borrower (the “Project”); (ii) fund capitalized
interest, if any; and (iii) pay the costs of issuance of this Series 2022A Note, each to the extent
approved in writing by USDA-RD.
This Series 2022A Note, including the interest hereon, is a limited obligation of the
Borrower payable solely from the future proceeds of the USDA Direct Loan, the Net Revenues
and any other legally available moneys of the Borrower authorized for such use under the
Agreement. This Series 2022A Note and the interest hereon are not payable in any manner by
taxation and do not constitute a debt of the Town of Estes Park, Colorado (the “Town”), within the
meaning of any constitutional or statutory provision.
Reference is hereby made to the Agreement for a description of the rights, duties and
obligations of the Borrower, the Town, the Lender, the Owner of this Series 2022A Note, the terms
upon which this Series 2022A Note is sold and the terms and conditions upon which this
Series 2022A Note will be paid at or prior to maturity, or will be deemed to be paid upon the
A-3
4918-4379-5539.2
making of provision for payment. Any capitalized term used in this Series 2022A Note but not
defined in this Series 2022A Note is used with the meaning set forth in the Agreement.
This Series 2022A Note may only be transferred or exchanged at the principal office of the
Note Registrar and only as provided in the Note Ordinance and the Agreement. The transferring
Owner shall pay any reasonable costs of the Borrower incurred in connection with the transfer of
this Series 2022A Note. This Series 2022A Note shall not be valid or become obligatory for any
purpose or be entitled to the security or benefit of the Note Ordinance until the Certificate of
Authentication hereon shall have been signed by the Note Registrar.
This Series 2022A Note is issued pursuant to the Supplemental Public Securities Act,
Part 2 of Article 57 of Title 11, C.R.S., and such recital shall be conclusive evidence of the
validity and the regularity of issuance of this Series 2022A Note after its delivery for value.
It is hereby certified and recited that all acts, conditions and things required by the laws
and Constitution of the State of Colorado, to exist, to be done or to be performed precedent to the
lawful issue of this Series 2022A Note do exist and have been done and performed in regular and
due form, time and manner.
IN WITNESS WHEREOF, the Town of Estes Park, Colorado, acting by and through its
Water Activity Enterprise, has caused this Series 2022A Note to be executed with the duly
authorized manual signature of the Mayor, to be sealed with the seal of the Town or a facsimile
thereof and to be attested by the manual signature of the Town Clerk, all as of the Dated Date set
out above.
(SEAL) TOWN OF ESTES PARK, COLORADO, ACTING BY AND THROUGH ITS WATER ACTIVITY ENTERPRISE
By Mayor
Attest:
By
Town Clerk
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4918-4379-5539.2
CERTIFICATE OF AUTHENTICATION
This is the Series 2022A Note delivered pursuant to the Note Ordinance mentioned within.
Date of Authentication: __________ __, 202_ Town Treasurer, as Note Registrar
By:
The following abbreviations, when used in the inscription on the face of this Series 2022A
Note, shall be construed as though they were written out in full according to applicable laws or
regulations: TEN COM - as tenants in common, TEN ENT - as tenants by the entireties, JT TEN -
as joint tenants with right of survivorship and not as tenants in common.
Additional abbreviations may also be used though not in the above list.
A-5
4918-4379-5539.2
FORM OF ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
______________________________________________________________________________
the within Series 2022A Note and all rights thereunder, and hereby irrevocably constitutes and
appoints ___________________________________________ attorney to transfer the within
Series 2022A Note on the books kept for registration thereof, with full power of substitution in the
premises.
Dated: _______________________
NOTICE: The signature to this Assignment must correspond with the name as it appears
upon the face of the within Series 2022A Note in every particular, without alteration or any change
whatever.
Signature: ________________________
PLEASE INSERT TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
___________________________________________________
TOWN OF ESTES PARK, COLORADO
ACTING BY AND THROUGH ITS WATER ACTIVITY ENTERPRISE
ORDINANCE NO. -22
AN ORDINANCE OF THE TOWN OF ESTES PARK, COLORADO,
ACTING BY AND THROUGH ITS WATER ACTIVITY ENTERPRISE,
AUTHORIZING THE EXECUTION AND DELIVERY OF A
CONSTRUCTION LOAN AGREEMENT AND A CONSTRUCTION
LOAN NOTE, SERIES 2022A AND OTHER DOCUMENTS RELATED
THERETO IN CONNECTION WITH REBUILDING AND IMPROVING
THE WATER DISTRIBUTION SYSTEM OF THE FORMER PROSPECT
MOUNTAIN WATER COMPANY; AND DECLARING AN
EMERGENCY.
WHEREAS, the Town of Estes Park, Colorado (the "Town") is a statutory town and
political subdivision duly organized and existing pursuant to the constitution and laws of the
State of Colorado; and
WHEREAS, the Board of Trustees (the "Board") of the Town has formally established a
Water Activity Enterprise (the "Enterprise") pursuant to Ordinance No. 08- 99; and
WHEREAS, the Town, acting by and through the Enterprise operates and maintains a
municipal water system within the Town and surrounding areas for the distribution of treated
water; and
WHEREAS, such municipal water system has been and continues to be operated by the
Enterprise as a government -owned business, which is authorized to issue its own revenue bonds
and receives under 10% of annual revenue in grants from all Colorado state and local
governments combined, and the Enterprise is determined to be an enterprise within the meaning
of Article X, Section 20 of the Colorado Constitution; and
WHEREAS, the Town, acting by and through the Enterprise, provided treated water to
the Prospect Mountain Water Company, Inc. (the "Company") for years as a bulk water
customer, and the Company distributed such water through its own distribution system (the
Prospect Mountain System") to property owners in the Company's service area; and
WHEREAS, on April 22, 2015, the Company filed a Chapter 7 Bankruptcy petition under
the United States Bankruptcy Code with the United States Bankruptcy Court for the District of
Colorado, and a trustee (the "Bankruptcy Trustee") was appointed to manage the Company; and
WHEREAS, on March 8, 2016, the Town and the Bankruptcy Trustee, acting for the
Company, entered into an agreement for the Town to maintain and operate the Prospect
Mountain System; and
4892-0122-8063.3
ATTACHMENT 3
WHEREAS, the Prospect Mountain System has exceeded its useful life and needs to be
replaced in order to provide improved water quality, water pressure and fire flow volume, and to
meet Town standards and requirements for water distribution systems; and
WHEREAS, on February 26, 2019, the Town, acting by and through the Enterprise, and
the Bankruptcy Trustee, acting for the Company, entered into a Voluntary Water System
Transfer Agreement for the transfer of the Prospect Mountain System to the Town in order for
the Town, acting by and through the Enterprise, to undertake the rebuilding and improvement of
the Prospect Mountain System to Town standards (the "Project"); and
WHEREAS, in order to provide funds to pay a portion of the costs of the Project, the
Board, acting as the governing body of the Enterprise, has determined to enter into a
Construction Loan Agreement (the "Loan Agreement") with CoBank, ACB, as lender (the
Lender"), pursuant to which the Lender is to make an interim construction loan evidenced by
the Construction Loan Note, Series 2022A (the "Series 2022A Note"), to be executed and
delivered by the Town, acting by and through the Enterprise, in a principal amount equal to the
amount drawn on the Series 2022A Note, but not to exceed $4,493,000.00, to be issued to the
Lender in anticipation of the receipt of, and payable from, the proceeds of the USDA Direct
Loan, as hereinafter defined (the "USDA Direct Loan Proceeds") and, if necessary, from the Net
Revenues (defined below); and
WHEREAS, the USDA Direct Loan Proceeds are expected to be received by the Town,
acting by and through the Enterprise, upon completion of the Project pursuant to and in
accordance with a Letter of Conditions provided by USDA-RD (as more particularly described
in the Loan Agreement, the "Letter of Conditions"); and
WHEREAS, the Series 2022A Note shall have a lien on the Net Revenues, and an
exclusive first lien on the USDA Direct Loan Proceeds, all as described in the Loan Agreement;
and
WHEREAS, voter approval is not required under Article X, Section 20 of the Colorado
Constitution for the execution of the Loan Agreement or the issuance of the Series 2022A Note;
and
WHEREAS, none of the members of the Board have any potential conflicting interests in
connection with the execution and delivery of the Loan Agreement, the authorization, issuance
or delivery of the Series 2022A Note, or the use of the proceeds thereof; and
WHEREAS, the Board, acting as the governing body of the Enterprise, desires to
authorize the issuance and sale of the Series 2022A Note and the execution of the Loan
Agreement and other documents in connection therewith.
BE IT HEREBY ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF
ESTES PARK, COLORADO, ACTING AS THE GOVERNING BODY OF ITS WATER
ACTIVITY ENTERPRISE:
Section 1. Definitions. Capitalized terms used herein and not otherwise defined shall
have the same meanings, respectively, as provided in the Loan Agreement. In addition, as used
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4892-0122-8063.3
herein, the following capitalized terms shall have the respective meanings set forth below, unless
the context indicates otherwise:
Authorized Officer" means the Mayor, the Mayor Pro Tem, the Town Administrator, the
Finance Director of the Town, or the Director of Utilities of the Town or any other person
designated as an Authorized Officer by ordinance or resolution of the Board and submitted to the
Lender.
C.R.S." means the Colorado Revised Statutes, as amended and supplemented as of the
date hereof.
Enabling Law" means Part 2 of Article 57 of Title 11, Colorado Revised Statutes, as
amended; Part 4 of Article 35 of Title 31, Colorado Revised Statutes, as amended; Part 1 of
Article 45.1 of Title 37, Colorado Revised Statutes, as amended, and all other laws of the State
establishing the power of the Town to complete the financing contemplated by this Ordinance.
Final Terms Certificate" means a certificate of the Mayor, the Town Administrator, or
the Finance Director of the Town, dated on or before the Closing Date, confirming the final
details of the Series 2022A Note.
Ordinance" or "Note Ordinance" means this Ordinance, which authorizes the issuance
of the Series 2022A Note and the execution and delivery of the Loan Agreement, including any
amendments hereto.
Paying Agent" means the Treasurer of the Town, acting as the paying agent and registrar
of the Series 2022A Note.
Payment Date" means the date or dates provided in the Final Terms Certificate.
USDA Direct Loan" means the future loan of funds by USDA-RD to the Town, acting
by and through the Enterprise, to be made in a principal amount not to exceed the amount of
such loan as provided in the Letter of Conditions.
USDA-RD" means the United States Department of Agriculture, acting through the
United States Department of Agriculture -Rural Development, and its successors and assigns.
Section 2. Authorization. Pursuant to and in accordance with the Enabling Law, the
Town, acting by and through the Enterprise, shall enter into and deliver the Loan Agreement and
execute and deliver the Series 2022A Note, and perform its obligations thereunder, in
substantially the forms presented at this meeting with only such changes as are not inconsistent
herewith and as are approved by the Town Attorney and bond counsel to the Town to effectuate
the intentions of the parties or to comply with applicable law. The Series 2022A Note shall be
sold to the Lender at a private sale, pursuant to the terms and subject to the conditions provided
in the Loan Agreement.
The Mayor or Mayor Pro Tem of the Town, acting as a member of the governing body of
the Enterprise, is hereby authorized and directed to execute, and the Town Clerk or any deputy is
authorized to authenticate and affix the seal of the Town to, the Loan Agreement and the
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4892-0122-8063.3
Series 2022A Note, and further to execute and authenticate such other documents, instruments or
certificates as are deemed necessary or desirable in connection therewith. Such documents are to
be executed in substantially the form hereinabove approved, provided that such documents may
be completed, corrected or revised as deemed necessary by the parties thereto in order to carry
out the purposes of this Ordinance. The execution of any instrument by said officials shall be
conclusive evidence of the approval by the Town, acting by and through the Enterprise, of such
instrument in accordance with the terms of such instrument and this Ordinance.
Section 3. Note Details. The Board hereby approves the Project and, for the purpose of
providing interim financing for the Project, the Board, acting by and through the Enterprise, shall
issue the Series 2022A Note to the Lender. The Series 2022A Note shall be substantially in the
form and subject to the terms specified in the Loan Agreement and the Final Terms Certificate.
All of the covenants, statements, representations and agreements contained in the Series 2022A
Note and the Loan Agreement are hereby approved and adopted as the covenants, statements,
representations and agreements of the Town, acting by and through the Enterprise. The
Series 2022A Note shall be issued in an aggregate principal amount not to exceed $4,493,000.00
and dated as provided in the Loan Agreement and the Final Terms Certificate. The Series 2022A
Note shall bear interest at a variable rate as provided in the Loan Agreement, payable on each
Payment Date, and shall mature not later than the Maturity Date provided in the Loan
Agreement, or earlier if the Series 2022A Note is prepaid in full pursuant to the Loan Agreement
and may be made subject to prepayment with or without prepayment penalty, as provided by the
Loan Agreement and the Final Terms Certificate.
A maximum net effective interest rate need not be specified herein because the Lender
has represented to the Town that it is an institution of the Farm Credit System within the
meaning of Chapter 23 of Title 12 of the U.S. Code. Accordingly, if CoBank, ACB, is the lender
of the loan represented by the Series 2022A Note, the interest rate on the Series 2022A Note
shall be subject to the provisions of 12 U.S.C. 2205 and shall not be subject to any interest rate
limitation imposed by the constitution or laws of the State of Colorado or this Ordinance. All
other details regarding the Series 2022A Note, not inconsistent herewith, shall be determined and
certified by the Final Terms Certificate.
Section 4. Transfer and Exchange; Transfer Restrictions. Neither the rights or
obligations of the Town, acting by and through the Enterprise, under the Loan Agreement nor
any interest therein may be assigned or delegated by the Town without the prior written consent
of the Lender. The Series 2022A Note may be transferred or exchanged at the principal office of
the Paying Agent or at such other location designated by the Paying Agent for such purpose, in
whole or in part, for a Series 2022A Note or Notes in a like principal amount of the same
Maturity Date and interest rate, upon payment by the transferee of any tax or governmental
charge required to be paid with respect to such transfer or exchange. Upon surrender for transfer
of the Series 2022A Note, duly endorsed for transfer or accompanied by an assignment duly
executed by the Owner or his or her attorney duly authorized in writing, the Town, acting by and
through the Enterprise, shall execute and the Paying Agent shall authenticate and deliver in the
name of the transferee a new Series 2022A Note. The transferring Owner shall pay any
reasonable costs of the Town, acting by and through the Enterprise, incurred in connection with
the transfer of the Series 2022A Note.
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4892-0122-8063.3
Notwithstanding the procedure described in the immediately preceding paragraph and
except as expressly permitted by the Loan Agreement, neither the Series 2022A Note nor any
interest therein shall be transferred by the Lender or any subsequent Owner unless the transferee
is a Qualified Institutional Buyer or Accredited Investor within the meaning of Regulation D
under the Securities Act of 1933 and the transferee delivers to the Town a lender letter in
substantially the form set forth in Exhibit C to the Loan Agreement. Any transfer or purported
transfer of any interest in the Series 2022A Note in violation of the foregoing shall be void and
the Town shall have no obligation to recognize the ownership interest of, take any action on
behalf of or make any payment to, the transferee or purported transferee.
Section 5. Source of Payment. The Series 2022A Note shall be a special, limited
obligation of the Town, acting by and through the Enterprise, payable solely out of the proceeds
of the Series 2022A Note, the Net Revenues allocated as provided in Section 4.09 of the Loan
Agreement, USDA Direct Loan Proceeds and all amounts held in any Fund or Account
established by the Loan Agreement (except the Rebate Fund), including investments thereof, and
shall never constitute a general obligation of the Town, and the full faith and credit of the Town
is not pledged therefor. The creation, perfection, enforcement and priority of the pledge of the
Net Revenues and the USDA Direct Loan Proceeds to secure or pay the Series 2022A Note shall
be governed by Section 11-57-208 of the hereinafter defined Supplemental Public Securities Act,
and by this Ordinance. The Net Revenues and the USDA Direct Loan Proceeds pledged for the
payment of the Series 2022A Note, as received by or otherwise credited to the Town, acting by
and through the Enterprise, shall immediately be subject to the lien and pledge of the Loan
Agreement and this Ordinance without any physical delivery, filing or further act. Except as
expressly provided in the Loan Agreement, the lien of such pledge of the Net Revenues and the
USDA Direct Loan Proceeds for payment of the Series 2022A Note and the obligation to
perform the contractual provisions made herein and in the Loan Agreement shall have priority
over any or all other obligations and liabilities of the Town, acting by and through the Enterprise.
The lien of such pledge shall be valid, binding and enforceable as against all persons having
claims of any kind in tort, contract or otherwise against the Town, acting by and through the
Enterprise, irrespective of whether such persons have notice of such liens.
Section 6. Application of the Supplemental Public Securities Act; Final Terms
Certificate. The Town, acting by and through the Enterprise, hereby elects to apply the
provisions of Title 11, Article 57, Part 2, C.R.S. (the "Supplemental Public Securities Act"), to
the Series 2022A Note to the extent not inconsistent with the express provisions of this
Ordinance. Pursuant to the Supplemental Public Securities Act, there is hereby delegated to the
Mayor, the Town Administrator or the Finance Director of the Town the authority to confirm, by
the Final Terms Certificate, the final terms of the Series 2022A Note within the parameters
authorized by this Ordinance, including but not limited to: (a) the selection of the Lender and the
acceptance of any term sheet provided by the Lender; (b) interest rate or rates (including any
variable rate of interest and spread applicable thereto) of the Series 2022A Note; (c) the
conditions on which and the price at which the Series 2022A Note may be redeemed before
maturity; (d) the price at which the Series 2022A Note will be sold; (e) the final principal amount
of the Series 2022A Note and the denomination of the Series 2022A Note; (f) the final
amortization schedule for the Series 2022A Note; and (g) the Maturity Date and principal and
interest payment dates.
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4892-0122-8063.3
Section 7. Enterprise Status. The Board hereby determines that the Enterprise is an
enterprise" within the meaning of Article X, Section 20 of the Colorado Constitution. The
Town has and will continue to use its best efforts to maintain the System as an "enterprise"
within the meaning Article X, Section 20 of the Colorado Constitution, and the meaning of
Title 37, Article 45.1, C.R.S.
Section 8. Amendment of Ordinance. After the Series 2022A Note is issued, the Town
shall not amend this Ordinance except as provided in the Loan Agreement.
Section 9. Authorization To Execute Documents. The Authorized Officers shall and
are hereby authorized and directed to take all actions necessary or appropriate to effectuate the
provisions of this Ordinance, including, but not limited to, the execution of such documents,
certificates and affidavits as may be reasonably required by the Lender or bond counsel to the
Town. The execution by any Authorized Officer of any document authorized herein shall be
conclusive proof of the approval by the Town of the terms thereof. The Town Clerk or any
deputy is hereby authorized and directed to attest, as necessary, all signatures and acts of the
Mayor or any official of the Board or the Town in connection with the matters authorized by this
Ordinance, and to place the seal of the Town, as necessary, on the documents authorized and
approved by this Ordinance and all other additional certificates, documents and other papers
associated with the transactions and other matters authorized by this Ordinance. The Mayor,
Mayor Pro Tem, the Town Administrator, the Finance Director of the Town and all other
officials, employees and agents of the Board or the Town are hereby authorized to execute and
deliver for and on behalf of the Town or the Enterprise any and all additional certificates,
documents and other papers in connection with the transactions contemplated by this Ordinance,
and to perform all other acts that they may deem necessary or appropriate in order to implement
and carry out the transactions and other matters authorized or contemplated by this Ordinance.
The Authorized Officers identified in Section 1 hereof are each hereby determined to
each be an Authorized Officer for the purpose of performing acts or executing documents
relating to the Series 2022A Note and the Loan Agreement and the loan evidenced by such
documents.
Section 10. Costs and Expenses. All costs and expenses incurred in connection with
the issuance and payment of the Series 2022A Note shall be paid either from the proceeds of the
Series 2022A Note or from legally available moneys of the Town, acting by and through the
Enterprise, if any, or from a combination thereof, and such moneys are hereby appropriated for
that purpose.
Section 11. No Recourse Against Officers and Agents. Pursuant to Section 11-57-209,
C.R.S., if a member of the Board, or any officer or agent of the Town, acts in good faith, no civil
recourse shall be available against such member, officer or agent for payment of the principal of
or interest on the Series 2022A Note. Such recourse shall not be available either directly or
indirectly through the Town, or otherwise, whether by virtue of any constitution, statute, rule of
law, enforcement of penalty, or otherwise. By the acceptance of the Series 2022A Note and as a
part of the consideration for its sale or purchase, any person purchasing or selling such
Series 2022A Note specifically waives any such recourse.
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4892-0122-8063.3
Section 12. Limitation of Actions. The Board elects to apply all of the provisions of
the Supplemental Public Securities Act to the execution of the Loan Agreement and to the
issuance of the Series 2022A Note. Pursuant Section 11-57-212, Colorado Revised Statutes, no
action or proceeding concerning the issuance of the Series 2022A Note shall be maintained
against the Town unless commenced within 30 days after the date of passage of this Ordinance.
Section 13. Ratification of Prior Actions. All actions heretofore taken (not
inconsistent with the provisions of this Ordinance) by the Board or by the officers and employees
of the Town directed toward the undertaking of the Project and the issuance of the Series 2022A
Note for the purposes herein set forth are hereby ratified, approved and confirmed.
Section 14. Headings. The headings of the various sections and paragraphs in this
Ordinance have been inserted solely for the convenience of the reader, are not a part of this
Ordinance, and shall not be used in any manner to interpret this Ordinance.
Section 15. Ordinance Irrepealable. After the Series 2022A Note has been issued, this
Ordinance shall constitute a contract between the Owner of the Series 2022A Note and the
Town, acting by and through the Enterprise, and shall be and remain irrepealable until the
Series 2022A Note and the interest accruing thereon shall have been fully paid, satisfied, and
discharged, as herein provided.
Section 16. Severability. It is hereby expressly declared that all provisions hereof and
their application are intended to be and are severable. In order to implement such intent, if any
provision hereof or the application thereof is determined by a court or administrative body to be
invalid or unenforceable, in whole or in part, such determination shall not affect, impair or
invalidate any other provision hereof or the application of the provision in question to any other
situation; and if any provision hereof or the application thereof is determined by a court or
administrative body to be valid or enforceable only if its application is limited, its application
shall be limited as required to most fully implement its purpose.
Section 17. Repealer. All orders, bylaws, resolutions and ordinances of the Town, or
parts thereof, inconsistent or in conflict with this Ordinance are hereby repealed to the extent
only of such inconsistency or conflict.
Section 18. Recording and Authentication. This Ordinance, immediately upon its
passage, shall be recorded in the Town book of Ordinances kept for this purpose, and shall be
authenticated by the signatures of the Mayor and the Town Clerk.
Section 19. Emergency Declaration. The Board hereby declares that, because the bid
of the contractor for the Project must be accepted by the Town, acting by and through the
Enterprise, by a date that is less than thirty days after the date hereof and the Project cannot be
commenced until the contractor's bid for the Project is accepted, an emergency exists. The
Board hereby further declares that, due to such emergency, this Ordinance is necessary to the
immediate preservation of the public peace, welfare, health and safety of the residents of the
Town and is being adopted as an emergency ordinance.
7
4892-0122-8063.3
INTRODUCED, READ BY TITLE, APPROVED AND ADOPTED BY THE
AFFIRMATIVE VOTE OF (,S) MEMBERS OF THE BOARD OF TRUSTEES OF THE
TOWN OF ESTES PARK, COLORADO, ACTING AS THE GOVERNING BODY OF ITS
WATER ACTIVITY ENTERPRISE THIS 29TH DAY OF SEPTEMBER 2022.
By
ATTEST:
I hereby certify that the above Ordinance was introduced at a special meeting of the Board of
Trustees on the "n"1
day of SR,ryt: bt, 2022 and published by title in a newspaper of
general circulation in the Town of Estes Park, Colorado, on —144' the day of (3-00,E.LL ,
2022, all as required by the Statutes of the State of Colorado.
APPROVED AS TO FORM:
By
Daniel E. Kramer, Town Attorney
By
Richard L. Buddin, Bond Counsel
Town Clerk
8
4892-0122-8063.3
ATTACHMENT 4
7/16/2025
1
Prospect Mountain
Reconstruction
Financing Timeline
Prospect Mountain Reconstruction
Financing
Financing
• $10,535,000 – U.S. Department of Agriculture Rural Development
(USDA-RD) Grant agreement
• $4,763,000 - CoBank Construction Loan to be refinanced under USDA-
RD’s Direct Loan Program
• $245,000 - Applicant cost
• $25,000 - Department of Local Affairs (DOLA) Grant
• $502,000 - Contingency added; property owners responsible
(Resolution 72-25)
Total $15,800,000
1
2
ATTACHMENT 5
7/16/2025
2
Prospect Mountain Reconstruction
Project Timeline
•2015 - Prospect Mountain Water Company files for Bankruptcy
•2018 - Public Meetings held with property owners
•2020 - Project Budget approved, including USDA-RD loan and grant
•2021 – Town approves Eminent Domain Resolution
•2022 - CoBank Construction Loan agreement executed; project bid
approved
•March 2025 - USDA delays parity loan certificate signoff for Carriage
Hills/Spruce Knob (CH/SK) due to internal staff disruptions
•July 2025 - Conditional award issued to CH/SK project bidder; USDA
parity signoff required to close financing
•August 2025 - CoBank Loan for Prospect Mountain maturity deadline
•February 2026 – CoBank loan extended; refinancing anticipated through
USDA-RD Direct Loan program
Prospect Mountain Reconstruction Project
CoBank Construction Loan Amendment
Questions?
3
4
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if you need any assistance accessing material at 970-577-4777 or townclerk@estes.org.
Memo
To: Honorable Mayor Hall & Board of Trustees
From: Town Administrator Machalek
Department: Town Administrator
Date: July 22, 2025
Subject: Resolution 76-25 Sunsetting the Transportation Advisory Board
Type: Resolution
Objective:
Town Board consideration of a resolution to sunset the Transportation Advisory Board.
Present Situation:
At the July 8th Town Board Meeting, the Board discussed and indicated interest in
sunsetting the Transportation Advisory Board (TAB). Town Board discussion at that
meeting confirmed the Town’s ongoing commitment to addressing transportation and
acknowledged the talent and dedication of TAB members past and present. Trustees
also discussed methods other than advisory boards to solicit community input, including
focus groups.
Proposal:
Resolution 76-25 formally sunsets the Transportation Advisory Board.
Advantages:
• Community members will be encouraged to provide input on transportation
matters directly to elected members of the Town Board.
• Additional forms of community engagement, including focus groups, are under
consideration by the Board and may be resourced with time currently committed
to supporting TAB.
Disadvantages:
• Some TAB and community members have raised concerns that sunsetting the
TAB would reduce the Town’s focus on transportation related issues and create
the perception that the Town does not prioritize all transportation issues.
Action Recommended:
I recommend approval of Resolution 76-25.
Finance/Resource Impact:
No direct financial impact identified. Staff resources that currently support TAB will be
available for other Town priorities if the Board approves Resolution 76-25.
Level of Public Interest:
High.
Sample Motion:
I move for the approval/denial of Resolution 76-25.
Attachments:
1. Resolution 76-25
RESOLUTION 76-25
SUNSETTING THE TRANSPORTATION ADVISORY BOARD
WHEREAS, the Town Board may sunset non-statutorily required Town
Committees as outlined in Board Policy 102; and
WHEREAS, the Transportation Advisory Board (TAB) has achieved great success
in advising Town Board and Staff on issues and projects that initially led to the creation
of the TAB; and
WHEREAS, the lack of clarity with respect to the role and responsibilities of the
TAB vis-à-vis the Town Board has become a challenge; and
WHEREAS, there may be other opportunities to convene task-oriented ad-hoc
committees moving forward when particular transportation related issues arise; and
WHEREAS, the Town Board has established that the TAB is no longer necessary
for the efficient and effective operation of the Town of Estes Park.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
THE TOWN OF ESTES PARK, COLORADO:
The Transportation Advisory Board is hereby dissolved and its bylaws terminated.
DATED this day of , 2025.
TOWN OF ESTES PARK
Mayor
ATTEST:
Town Clerk
APPROVED AS TO FORM:
Town Attorney
ATTACHMENT 1